Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, its Subsidiaries and each of their controlled Affiliates hereby: (a) agrees that any Actions, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions to the exclusive jurisdiction of such court; (b) agrees that any such Actions shall be governed by and construed in accordance with the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates 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 any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the
Appears in 3 contracts
Sources: Merger Agreement (Kimball International Inc), Merger Agreement (Kimball International Inc), Merger Agreement (Hni Corp)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company, Company on behalf of itself, itself and its Subsidiaries and each of its Affiliates, and their controlled Affiliates respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: (a) agrees that any Actionssuit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving the any Debt Financing Sources Source Related PartiesParty, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letterof the Debt Letters and any definitive documentation) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering 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 federal or state court in the Borough County of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions suit, action or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such Actions suit, action or proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable commitment letter Debt Letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates Company Party to bring or support any Action suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Source Related Party in any way arising out of or relating to this Agreement, the Debt FinancingFinancing (including any Take-Out or Exchange Offering), any commitment letter Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough County of Manhattan, New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action suit, action or proceeding in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the;
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement, Merger Agreement
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Company on behalf of itself, its the Company Subsidiaries and each of their its controlled Affiliates affiliates hereby: (a) agrees that any ActionsProceedings, whether in law Law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such Actions Proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates affiliates to bring or support any Action Proceeding of any kind or description, whether in law Law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceedings in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Law trial by jury in any Actions Proceedings brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company Subsidiaries or any of their respective controlled Affiliates affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law Law or in equity, whether in contract or in tort or otherwise otherwise; and (provided g) agrees that (and each other Party hereto agrees that) the Financing Parties are express third-party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of this Section 10.13, and such provisions and the Debt definition of “Financing Sources Related Parties with respect Parties” shall not be amended in any way materially adverse to the Debt Financing or any Parties without the prior written consent of thethe Financing Entities.
Appears in 3 contracts
Sources: Merger Agreement (Dick's Sporting Goods, Inc.), Agreement and Plan of Merger (Foot Locker, Inc.), Merger Agreement (Dick's Sporting Goods, Inc.)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Company on behalf of itself, its Subsidiaries and each of their its equityholders and controlled Affiliates hereby: (a) agrees that any ActionsClaim, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, Parties arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letterthe Debt Commitment Letter or the Definitive Debt Financing Agreements) entered into in connection with the Debt 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 federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof thereof, and each Party party hereto irrevocably submits itself and its property with respect to any such Actions Claim to the exclusive jurisdiction of such court; , (b) agrees that any such Actions Claim (including any Claim or causes of action giving rise thereto) shall be governed by by, construed and construed enforced in accordance with with, the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise expressly provided in any applicable commitment letter the Debt Commitment Letter or other the applicable definitive document relating to the Debt Financing; Financing (including the applicable Definitive Debt Financing Agreement), (c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action Claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; , (d) agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Claim shall be effective if notice is given in accordance with Section 11.01, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Claim in any such court; , (ef) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Applicable Law trial by jury in any Actions Claim, whether in law or in equity, whether in contract or in tort or otherwise, brought against the Debt Financing Sources Related Parties in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto of the agreements (including the Debt Commitment Letter or the Definitive Debt Financing Agreements) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; , (fg) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any of its Subsidiaries of the Company or any of their respective equityholders or controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise, (provided that, notwithstanding the foregoing, nothing herein shall affect the h) (x) waives any and all rights of the Parent or claims against the Debt Financing Sources Related Parties in connection with respect to this Agreement, the Debt Financing or any of thethe agreements (including the Debt Commitment Letter or the Definitive Debt Financing Agreements) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, and (y) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any proceeding or legal or equitable action against any Financing Party in connection with Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter or the Definitive Debt Financing Agreements) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (i) agrees that in no event shall it be entitled to enforce specifically any of the Parent’s, H▇▇▇▇▇’s, Holdco II’s, Merger Subsidiary’s or any of their respective Affiliates’, or seek that Parent, Holdco, Holdco II or Merger Subsidiary enforce their, or their Affiliates’, rights under the Debt Financing. The parties hereto hereby agree that the Financing Parties are express third party beneficiaries of, and may rely upon and enforce, any of the provisions in this Section 11.14, and that such provisions and the definitions of “Financing Entities” and “Financing Parties” and this Section 11.14 (or any other provision of this Agreement the amendment, modification or alteration of which has the effect of modifying such definitions or those Section 11.14) shall not be amended, waived or otherwise modified, in each case, in any way adverse to the Financing Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed) (and any such amendment, waiver or other modification without such prior written consent shall be null and void). Notwithstanding anything to the contrary contained herein, nothing in this Section 11.14 shall in any way limit or otherwise modify the rights and obligations of the parties under the Debt Commitment Letter or the definitive documentation relating to the Debt Financing.
Appears in 2 contracts
Sources: Merger Agreement (Cantaloupe, Inc.), Merger Agreement (Cantaloupe, Inc.)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Company on behalf of itself, its the Company Subsidiaries and each of their its controlled Affiliates affiliates hereby: (a) agrees that any ActionsProceedings, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such Actions Proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates affiliates to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceedings in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Proceedings brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that neither the Company nor any of the Company Subsidiaries nor any of their respective affiliates or Representatives (in each case, other than Parent, Merger Sub and their respective Subsidiaries) shall have any rights or claims against any Financing Party in connection with this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby; (g) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company Subsidiaries or any of their respective controlled Affiliates affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided h) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of this Section 10.13, and such provisions and the Debt definition of “Financing Sources Related Parties with respect Parties” shall not be amended in any way materially adverse to the Debt Financing or any Parties without the prior written consent of thethe Financing Entities.
Appears in 2 contracts
Sources: Merger Agreement, Agreement and Plan of Merger (Ca, Inc.)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company, Company on behalf of itself, itself and its Subsidiaries and each of its Affiliates, and their controlled Affiliates respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: (a) agrees that any Actionssuit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving the any Debt Financing Sources Source Related PartiesParty, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letterof the Debt Letters and any definitive documentation) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering 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 federal or state court in the Borough County of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions suit, action or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such Actions suit, action or proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable commitment letter Debt Letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates Company Party to bring or support any Action suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Source Related Party in any way arising out of or relating to this Agreement, the Debt FinancingFinancing (including any Take-Out or Exchange Offering), any commitment letter Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough County of Manhattan, New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action suit, action or proceeding in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions suit, action or proceeding brought against the any Debt Financing Sources Source Related Parties Party in any way arising out of or relating to this Agreement, the Debt FinancingFinancing (including any Take-Out or Exchange Offering), any commitment letter Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Source Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) Parties relating to or arising out of this Agreement, the Debt FinancingFinancing (including any Take-Out or Exchange Offering), any commitment letter Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided g) agrees that (and each other party hereto agrees that) the Debt Financing Source Related Parties are express third party beneficiaries of, notwithstanding and may enforce, any of the provisions of this Section 9.15, and such provisions and the definition of “Debt Financing Source” and “Debt Financing Source Related Parties” shall not be amended in any way adverse to any Debt Financing Source Related Party without the prior written consent of each of the Debt Financing Sources. Notwithstanding the foregoing, nothing herein in this Section 9.15 shall affect in any way limit or modify the rights and obligations of the Parent against and Merger Sub under this Agreement or any Debt Financing Source Related Party’s obligations, if any, to Parent and Merger Sub (solely to the extent Merger Sub is party thereto) and, from and after the Effective Time, the Surviving Corporation and its Subsidiaries (solely to the extent the Surviving Corporation or such Subsidiary is a party thereto) under the Debt Financing Sources Related Parties with respect to Letters, the Debt Financing or any of thethe agreements entered into in connection with the Debt Financing.
Appears in 2 contracts
Sources: Merger Agreement (Albertsons Companies, Inc.), Merger Agreement (Kroger Co)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the The Company, on behalf of itself, its the Company Subsidiaries and each of their its controlled Affiliates Affiliates, hereby: (a) agrees that any Actionslegal action, whether in law Law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letterthe Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof thereof, and each Party party hereto irrevocably submits itself and its property with respect to any such Actions legal action to the exclusive jurisdiction of such court; , and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, (b) agrees that any such Actions legal action shall be governed by and construed in accordance with the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws Laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to the Debt Financing; , (c) agrees not to bring or support or permit any of its controlled Affiliates 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 any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Law trial by jury in any Actions such legal action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto Financing or any of the transactions contemplated hereby or thereby or agreements (including the performance of any services thereunder; (fCommitment Letter) agrees that none of entered into in connection with the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether (d) agrees that none of the Financing Parties shall have any liability to the Company, the Company Subsidiaries and each of their respective Affiliates relating to or arising out of this Agreement, the Financing or any of the agreements (including the Commitment Letter) entered into in law connection with the Financing or in equityany of the transactions contemplated hereby or thereby or the performance of any services thereunder (subject to the last sentence of this Section 9.13), whether in contract or in tort or otherwise and (provided thate) agrees that the Financing Entities are express third party beneficiaries of, notwithstanding and may enforce, any of the provisions of this Section 9.13 and that this Section 9.13 may not be amended without the written consent of the Financing Entities. Notwithstanding the foregoing, nothing herein in this Section 9.13 shall affect in any way limit or modify the rights and obligations of the Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing under this Agreement, or any of theFinancing Party’s obligations to Parent under the Commitment Letter.
Appears in 2 contracts
Sources: Merger Agreement (Industrial Logistics Properties Trust), Merger Agreement (Monmouth Real Estate Investment Corp)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Company on behalf of itself, its the Company Subsidiaries and each of their its controlled Affiliates affiliates hereby: (a) agrees that any ActionsProceedings, whether in law or in equity, whether in contract or in tort or otherwise, involving among the Debt Company and the Financing Sources Related Parties, Parties and arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such Actions Proceeding shall be governed by and construed in accordance with the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws Laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt FinancingFinancing and including with respect to (i) the interpretation of the definition of Company Material Adverse Effect and Parent Material Adverse Effect (and whether or not a Company Material Adverse Effect or a Parent Material Adverse Effect has occurred) and (ii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall, in each case, be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state; (c) agrees not to bring or support or permit any of its controlled Affiliates affiliates to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceedings in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Proceedings brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Company, any of the Company Subsidiaries or any of their respective affiliates or Representatives (in each case, other than Parent, Merger Sub and their respective Subsidiaries) shall have any rights or claims, and hereby waives any and all rights or claims, against any Financing Sources Related Party relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (g) agrees that none of the Financing Parties will have any liability to the Company or any Subsidiaries of the Company Subsidiaries or any of their respective controlled Affiliates affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided h) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of Section 9.2(e) and this Section 10.13, and such provisions and the Debt definition of “Financing Sources Related Parties with respect Parties” shall not be amended in any way materially adverse to the Debt Financing Parties without the prior written consent of the Financing Entities, but, in the case of clauses (f) and (g), solely to the extent of actions or omissions by or circumstances relating to such Financing Party in its capacity as a Financing Party, it being understood that nothing in this Section 10.13 shall excuse any Financing Party from liability in connection with actions or omissions by or circumstances relating to such Financing Party in any other capacity (including in its capacity as an existing creditor of the Company or any Company Subsidiary) not relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of thethe transactions contemplated hereby or thereby or the performance of any services thereunder. The provisions of this Section 10.13 shall survive any termination of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Sterling Check Corp.), Merger Agreement (First Advantage Corp)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, its Subsidiaries and each of their its controlled Affiliates Affiliates, hereby: (a) agrees that any Actionslegal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to to, this Agreement, Agreement or the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereby, shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions legal action to the exclusive jurisdiction of such court; , (b) agrees that any such Actions legal action described in clause (a) above shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to the Debt Financing; , (c) agrees not to bring or support or permit any of its controlled Affiliates 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 any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions such legal action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to to, this Agreement, Agreement or the Debt Financing, any commitment letter relating thereto Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; thereby, (fd) agrees that none of the Debt Financing Sources Related Parties will shall have any liability to the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives, and hereby waives any and all claims and causes of action (whether in contract or in tort, law or equity) that the Company or any of their respective its Subsidiaries or controlled Affiliates or Representatives (may have against the Financing Parties, in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this AgreementAgreement or the Financing (subject to the last sentence of this Section 8.16), and (e) agrees that the Debt FinancingFinancing Parties are express third-party beneficiaries of, and may enforce, any commitment letter relating thereto of the provisions of this Section 8.16 and that this Section 8.16 may not be amended, waived or otherwise modified in a manner materially adverse to the Financing Parties without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.16 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Financing Party’s obligations to Parent under the Commitment Letter or the rights of the Company and its Subsidiaries against the Financing Parties with respect to the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding thereunder following the foregoing, nothing herein shall affect the rights of the Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of theClosing Date.
Appears in 2 contracts
Sources: Merger Agreement (National Instruments Corp), Merger Agreement (Emerson Electric Co)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Seller on behalf of itself, its Subsidiaries itself and each of their controlled Affiliates its Subsidiaries hereby: (a) (i) agrees that any ActionsProceedings, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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, so long as such forum is and remains available, and any appellate court thereof and each Party hereto (ii) irrevocably submits itself and its property with respect to any such Actions Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such Actions Proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates affiliates to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceedings in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Proceedings brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none neither Seller nor any of the Debt Financing Sources Related Parties will have any liability to the Company or any its Subsidiaries of the Company or nor any of their respective controlled Affiliates affiliates or Representatives (in each case, other than Purchaser and its Subsidiaries) shall have any rights or claims against any Financing Party in connection with this Agreement, the ParentFinancing, Merger Sub and any commitment letter relating thereto or any of the transactions contemplated hereby or thereby; (g) agrees that none of the Financing Parties will have any liability to Seller, its Subsidiaries or any of their respective affiliates or Representatives (in each case, other than Purchaser and its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided h) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of this Section 10.12, and such provisions and the Debt definition of “Financing Sources Related Parties” shall not be amended in any way materially adverse to the Financing Parties with respect without the prior written consent of the Financing Entities party to the Debt Financing or any of theCommitment Letter.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Broadcom Inc.), Asset Purchase Agreement (Symantec Corp)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, each Party on behalf of itself, its Subsidiaries and each of their controlled respective Affiliates hereby: (a) agrees that any ActionsProceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesSources, arising out of or relating to to, this Agreement, Agreement or the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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 federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions Proceeding to the exclusive jurisdiction of such court; (b) agrees that any such Actions Proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to the Debt FinancingFinancing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware); (c) agrees not to bring or support or permit any of its controlled Affiliates 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 any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Proceeding brought against the Debt Financing Sources Related Parties in any way arising out of or relating to to, this Agreement, Agreement or the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (fd) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company Seller or any of its Affiliates (for the avoidance of doubt, not including Purchaser and its Subsidiaries or their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective SubsidiariesAffiliates) relating to or arising out of this AgreementAgreement or the Debt Financing (subject to the last sentence of this Section 9.17); and (e) agrees that, notwithstanding Section 9.5, the Debt FinancingFinancing Sources are express third party beneficiaries of, and may enforce, any commitment letter relating thereto of the provisions of this Section 9.17, and that this Section 9.17 may not be amended in a manner materially adverse to the Debt Financing Sources without the written consent of the Debt Financing Sources (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 9.17 shall in any way limit or modify the rights and obligations of Purchaser under this Agreement, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent against Debt Financing Sources' obligations under the Debt Financing Sources Related Parties with respect to the Debt Financing or any of theCommitment Letter
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Company on behalf of itself, its the Company Subsidiaries and each of their its controlled Affiliates affiliates hereby: (a) agrees that any ActionsProceedings, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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 YorkTokyo District Court, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such Actions Proceeding shall be governed by and construed in accordance with the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state)Japan, except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates affiliates to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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 YorkTokyo District Court; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceedings in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Proceedings brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company Subsidiaries or any of their respective controlled Affiliates affiliates or Representatives (in each case, other than the Guarantor, Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided g) agrees that (and each other Party agrees that) the Financing Parties are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of this Section 9.13, and such provisions and the Debt definition of “Financing Sources Related Parties with respect Parties” shall not be amended in any way adverse to the Debt Financing or any Parties without the prior written consent of thethe Financing Entities.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, its Subsidiaries and each of their controlled Affiliates herebythe Parent, UK Seller and Transferred US Entity (collectively, the “Seller Parties”) hereby agrees: (a) agrees that any Actionssuit, legal action or proceeding, whether in law or in equity, whether in contract or contract, in tort or otherwise, directly involving any Person (other than Purchaser or any Affiliate thereof) that is an agent, arranger, lender or underwriter of, or otherwise a third party counterparty of the Debt Purchaser with respect to, any actual or potential Financing Sources Related or any Affiliate of any such Person (collectively, with each of their respective Representatives acting as such, the “Financing Parties”), in each case, arising out of or relating to this Agreement, the Debt any Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt Financing or any of the transactions transaction contemplated hereby or thereby or the performance of any services thereunder (any such suit, legal action or proceeding, a “Financing Party Action”) shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough County of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof (and each Party party hereto irrevocably submits itself and its property with respect to any such Actions Financing Party Action to the exclusive jurisdiction of such court); (b) agrees that any such Actions Financing Party Action shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support support, or permit any of its controlled Affiliates to bring or support support, any Financing Party Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough County of Manhattan, New York, New York; (d) that it irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such any Financing Party Action in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of theintentionally
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Seller on behalf of itself, its Subsidiaries itself and each of their controlled Affiliates its Subsidiaries hereby: (a) (i) agrees that any ActionsProceedings, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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, so long as such forum is and remains available, and any appellate court thereof and each Party hereto (ii) irrevocably submits itself and its property with respect to any such Actions Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such Actions Proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates affiliates to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way -106- arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceedings in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Proceedings brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none neither Seller nor any of the Debt Financing Sources Related Parties will have any liability to the Company or any its Subsidiaries of the Company or nor any of their respective controlled Affiliates affiliates or Representatives (in each case, other than Purchaser and its Subsidiaries) shall have any rights or claims against any Financing Party in connection with this Agreement, the ParentFinancing, Merger Sub and any commitment letter relating thereto or any of the transactions contemplated hereby or thereby; (g) agrees that none of the Financing Parties will have any liability to Seller, its Subsidiaries or any of their respective affiliates or Representatives (in each case, other than Purchaser and its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided h) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of this Section 10.12, and such provisions and the Debt definition of “Financing Sources Related Parties” shall not be amended in any way materially adverse to the Financing Parties with respect without the prior written consent of the Financing Entities party to the Debt Financing or any Commitment Letter. (Remainder of thePage Intentionally Left Blank)
Appears in 1 contract
Sources: Asset Purchase Agreement
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the CompanyCompany and SpinCo, on behalf of itselfitself and its Subsidiaries, and Merger Partner, on behalf of itself and its Subsidiaries and each of their controlled Affiliates hereby: Subsidiaries:
(a) agrees that any Actionsproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related SpinCo Lender Parties, arising out of or relating to to, this Agreement, the Debt SpinCo Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt SpinCo Financing or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the SpinCo Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions proceeding to the exclusive jurisdiction of such court; ;
(b) agrees that any such Actions proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter the SpinCo Commitment Letter or other applicable definitive document relating to the Debt SpinCo Financing; ;
(c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related SpinCo Lender Party in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto SpinCo Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder by this Agreement in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon the Company or its Subsidiaries or Merger Partner or its Subsidiaries, as the case may be, in any such proceeding shall be effective if notice is given in accordance with Section 10.3;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action proceeding in any such court; ;
(ef) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions proceeding brought against the Debt Financing Sources Related Parties any SpinCo Lender Party in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto SpinCo Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; by this Agreement;
(fg) agrees that none of the Debt Financing Sources Related SpinCo Lender Parties will have any liability to the Company or any Subsidiaries of the Company Company, Merger Partner or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto Agreement or any of the transactions contemplated hereby or thereby or by this Agreement or, in the performance case of any services thereunderthe Company and its Affiliates and Representatives (other than SpinCo and its Subsidiaries), the SpinCo Financing, whether in law or in equity, whether in contract or in tort or otherwise (otherwise; provided that, notwithstanding that the foregoing, nothing herein shall affect foregoing will not limit the rights of SpinCo, Merger Partner or their respective Subsidiaries under the Parent against SpinCo Commitment Letter or the Debt SpinCo Financing Sources Related Parties Agreements or otherwise in respect of the SpinCo Financing or, for the avoidance of doubt, the Merger Partner Credit Agreements or any definitive documentation with respect to the Debt Financing or Merger Partner Related Financing;
(h) solely in the case of the Company, on behalf of itself and its Subsidiaries (other than SpinCo and its Subsidiaries), agrees that neither the Company nor any of theits Subsidiaries (other than SpinCo and its Subsidiaries) shall bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any SpinCo Lender Party in any way arising out of or relating to the SpinCo Commitment Letter or the SpinCo Financing Agreements or otherwise in respect of the SpinCo Financing; and
(i) agrees that the SpinCo Lender Parties are express third-party beneficiaries of, and may enforce, the agreements set forth in this Section 10.12, and the provisions of this Section 10.12 and the definitions of “SpinCo Lenders” and “SpinCo Lender Parties” shall not be amended in any way adverse to the SpinCo Lenders without the prior written consent of the SpinCo Lenders.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Seller on behalf of itself, its Subsidiaries and each of their its controlled Affiliates hereby: (a) agrees that any ActionsProceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, Parties arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letterthe Debt Commitment Letter or the Definitive Agreements) entered into in connection with the Debt 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 federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof thereof, and each Party party hereto irrevocably submits itself and its property with respect to any such Actions Proceeding to the exclusive jurisdiction of such court; , (b) agrees that any such Actions Proceeding (including any claims or causes of action giving rise thereto) shall be governed by by, and construed in accordance with with, the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise expressly provided in any applicable commitment letter the Debt Commitment Letter or other the applicable definitive document relating to the Debt Financing; Financing (including the applicable Definitive Agreement), (c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter, the Definitive Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; , (d) agrees that service of process upon Seller, its Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 11.6, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceeding in any such court; , (ef) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, brought against the Debt Financing Sources Related Parties in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto of the agreements (including the Debt Commitment Letter or the Definitive Agreements) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; thereunder and (fg) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company Seller or any of its Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Purchaser or its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter, the Definitive Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided thatotherwise. The parties hereto hereby agree that the Financing Parties are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions in this Section 11.16, and that such provisions and the Debt definitions of “Financing Sources Related Parties with respect Entities” and “Financing Parties” and this Section 11.16 shall not be amended, waived or otherwise modified, in each case, in any way adverse to the Debt Financing Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed) (and any of thesuch amendment, waiver or other modification without such prior written consent shall be null and void).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Aecom)
Certain Financing Provisions. Notwithstanding anything in this Agreement, the Separation and Distribution Agreement or the Asset Purchase Agreement to the contrary, each of Parent and the Company, on behalf of itself, itself and its Subsidiaries and its Affiliates, and their respective Representatives (other than, in the case of the Parent, and after the Closing Date, SpinCo and its Subsidiaries, in each of their controlled Affiliates hereby: case to the extent it is party to the Debt Commitment Letter or the applicable Financing Agreement, with respect to clauses (g) and (h) below and/or to the extent otherwise provided in the Debt Commitment Letter or the applicable Financing Agreement):
(a) agrees that any Actionsproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parent Lender Parties, arising out of or relating to to, this Agreement, the Debt Separation and Distribution Agreement or the Asset Purchase Agreement, the Financing, the Permanent Financing or any of the agreements (including the Debt Commitment Letter and any applicable commitment letterFinancing Agreement) entered into in connection with the Debt Financing or the Permanent Financing or any of the transactions contemplated hereby by this Agreement, the Separation and Distribution Agreement or thereby the Asset Purchase Agreement or the agreements entered into in connection with the Financing or the Permanent Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions proceeding to the exclusive jurisdiction of such court; ;
(b) agrees that any such Actions proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state)York, except as otherwise provided in the Debt Commitment Letter, any applicable commitment letter Financing Agreement or other applicable definitive document relating to the Debt Financing or Permanent Financing; ;
(c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Parent Lender Party in any way arising out of or relating to to, this Agreement, the Debt Separation and Distribution Agreement or the Asset Purchase Agreement, the Financing, the Permanent Financing, the Debt Commitment Letter, any commitment letter relating thereto Financing Agreement or any of the transactions contemplated hereby by this Agreement, the Separation and Distribution Agreement or thereby the Asset Purchase Agreement or the Debt Commitment Letter or any Financing Agreement or the performance of any services thereunder under the Debt Commitment Letter or any Financing Agreement in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon such persons in any such proceeding shall be effective if notice is given in accordance with Section 10.3;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action proceeding in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the;
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Company on behalf of itself, itself and its Subsidiaries and each of their controlled Affiliates hereby: Subsidiaries:
(a) agrees that any Actionslegal proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesEntities, and arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions legal proceeding to the exclusive jurisdiction of such court; ;
(b) agrees that any such Actions legal proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; ;
(c) agrees not to bring or support or permit any of its controlled Affiliates Subsidiaries to bring or support any Action legal proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party Entity in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter document relating thereto to the Financing or any of the transactions contemplated hereby or thereby by this Agreement or the performance of any services thereunder under any document relating to the Financing in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon the Company or its Subsidiaries in any such legal proceeding shall be effective if notice is given in accordance with Section 12.1;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action legal proceeding in any such court; ;
(ef) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions legal proceeding brought against the Debt Financing Sources Related Parties Entity in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter document relating thereto to the Financing or any of the transactions contemplated hereby by this Agreement or thereby any document relating to the Financing or the performance of any services thereunder; under any document relating to the Financing;
(fg) agrees that none of (i) the Debt Financing Sources Related Parties will have any liability to Seller, the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub Designated Shareholders and their respective Subsidiaries) relating to subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or equity holders shall not have any rights or claims against any Debt Financing Entity in any way arising out of or relating to, this Agreement, the Debt Financing, any commitment letter document relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of thethe transactions contemplated by this Agreement or the performance of any services under any document relating to the Debt Financing, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise and (ii) no Debt Financing Entity shall have any liability (whether in contract, in tort or otherwise) to the Seller, the Designated Shareholders or any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or equity holders for any obligations or liabilities of any party hereto in any way arising out of or relating to, this Agreement, the Debt Financing, any document relating to the Debt Financing or any of the transactions contemplated by this Agreement or the performance of any services under any document relating to the Debt Financing, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise;
(h) agrees that the Debt Financing Entities are express third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 12.16, and such provisions and the definitions of “Debt Financing Entities” and “Debt Financing Sources” shall not be amended in any way adverse to the Debt Financing Entities without the prior written consent of the Debt Financing Sources;
(i) this Section 12.16 shall not be amended in any manner materially adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources; and
(j) without limiting the foregoing, no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Seller on behalf of itself, its Subsidiaries itself and each of their its controlled Affiliates hereby: (a) agrees that any ActionsAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesSources, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letterthe Debt Commitment Letter) entered into in connection with the Debt 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 federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions Action to the exclusive jurisdiction of such court; , (b) agrees that any such Actions Action shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; , (c) agrees not to bring or support or permit any of its controlled Affiliates 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 any Debt Financing Sources Related Party Source in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; , (d) agrees that service of process upon Seller or its controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 10.7, (e) irrevocably waives, 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; , (ef) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; , (fg) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company Seller or any of their respective controlled its Affiliates or Representatives (in each casefor the avoidance of doubt, other than the Parent, Merger Sub not including Purchaser and their respective its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent against h) agrees that the Debt Financing Sources Related Parties with respect are express third-party beneficiaries of, and may enforce, any of the provisions of this Section 10.15, and that such provisions shall not be amended in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources (such consent not to be unreasonably withheld, conditioned or any of thedelayed).
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Seller on behalf of itself, its Subsidiaries and each of their its controlled Affiliates hereby: (ai) agrees that any Actionsproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letterthe Debt Commitment Letter) entered into in connection with the Debt 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 federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions proceeding to the exclusive jurisdiction of such court; , (bii) agrees that any such Actions proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; , (ciii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; , (div) agrees that service of process upon Seller, its Subsidiaries or its controlled Affiliates in any such proceeding shall be effective if notice is given in accordance with Section 11(g), (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action proceeding in any such court; , (evi) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions proceeding brought against the Debt Financing Sources Related Parties in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; , (fvii) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company Seller or any of its Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives representatives (in each case, other than the Parent, Merger Sub and their respective Buyer or its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (provided thatviii) agrees that the Financing Parties are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of this Section 11(r), and that such provisions and the Debt definition of “Financing Sources Related Parties with respect Parties” shall not be amended in any way adverse to the Debt Financing or any Parties without the prior written consent of thethe Financing Entities.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, its Subsidiaries and each of their controlled Affiliates herebyCompany hereby agrees: (a) agrees that any Actionssuit, legal action or proceeding, whether in law or in equity, whether in contract or contract, in tort or otherwise, directly involving any Person (other than Parent, Merger Sub or any Affiliate thereof) that is an agent, arranger, lender or underwriter of, or otherwise a third party counterparty of Parent or Merger Sub with respect to any actual or potential Financing or any Affiliate of any such Person (collectively, with each of their respective Representatives acting as such, the Debt “Financing Sources Related Parties”), in each case, arising out of or relating to this Agreement, the Debt any Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt Financing or any of the transactions transaction contemplated hereby or thereby or the performance of any services thereunder (any such suit, legal action or proceeding, a “Financing Party Action”) shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough County of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof (and each Party party hereto irrevocably submits itself and its property with respect to any such Actions Financing Party Action to the exclusive jurisdiction of such court); (b) agrees that any such Actions Financing Party Action shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support support, or permit any of its controlled Affiliates to bring or support support, any Financing Party Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough County of Manhattan, New York, New York; (d) that it irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such any Financing Party Action in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Financing Party Action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunderParties; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their to its respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, it being understood that nothing herein in this clause (f) shall affect the rights obligations of Parent, Merger Sub and their Affiliates under this Agreement); and (g) that (and each other party hereto agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, the provisions of this Section 8.17, and which provisions shall not be amended in a manner adverse to any Financing Party without its prior written consent. “Financing” means any debt financing obtained by Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or Merger Sub (or any of theits Affiliates on its behalf) for the purpose of financing the transactions contemplated hereby.
Appears in 1 contract
Sources: Merger Agreement (Frontier Communications Parent, Inc.)
Certain Financing Provisions. Notwithstanding anything in this Agreement to Each of the contrary, the Company, on behalf of itself, its Subsidiaries and each of their controlled Affiliates hereby: parties hereto:
(a) agrees that any ActionsProceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesEntities, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letterthe Increase Joinder and First Amendment) entered into in connection with the Debt Financing or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the Debt Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions Proceeding to the exclusive jurisdiction of such court; ;
(b) agrees that any such Actions Proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter the Increase Joinder and First Amendment or other applicable definitive document relating to the Debt Financing; ;
(c) agrees not to bring or support or permit any of its controlled Affiliates Subsidiaries to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party Entity in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Increase Joinder and First Amendment or any of the transactions contemplated hereby by this Agreement or thereby the Increase Joinder and First Amendment or the performance of any services thereunder under the Increase Joinder and First Amendment in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon the Sellers or their Subsidiaries in any such Proceeding shall be effective if notice is given in accordance with Section 15.15;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceeding in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; ;
(f) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY PROCEEDING BROUGHT AGAINST THE DEBT FINANCING ENTITY IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE DEBT FINANCING, THE INCREASE JOINDER AND FIRST AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE INCREASE JOINDER AND FIRST AMENDMENT OR THE PERFORMANCE OF ANY SERVICES UNDER THE INCREASE JOINDER AND FIRST AMENDMENT;
(g) agrees that none of the Debt Financing Sources Related Parties Entities will have any liability to the Company Sellers or any of their Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto the Increase Joinder and First Amendment or any of the transactions contemplated hereby by this Agreement or thereby the Increase Joinder and First Amendment or the performance of any services thereunderunder the Increase ▇▇▇▇▇▇▇ and First Amendment, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and
(provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent against h) agrees that the Debt Financing Sources Related Parties with respect Entities are express third-party beneficiaries of, and may enforce, the provisions of this Section 15.18, and such provisions and the definitions of “Debt Financing Entities” and “Debt Financing Sources” shall not be amended in any way adverse to the Debt Financing or any Entities without the prior written consent of thethe Debt Financing Sources.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Companyeach of Mercury, SpinCo and Gold on behalf of itselfitself and its respective Subsidiaries, its Subsidiaries Affiliates and each of their controlled Affiliates hereby: Representatives:
(a) agrees that any Actionsproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Lender Parties, arising out of or relating to to, this Agreement, the Debt SpinCo Financing, the Permanent SpinCo Financing, the Gold Financing or any of the agreements (including any applicable commitment letterthe Commitment Letter) entered into in connection with the Debt SpinCo Financing, the Permanent SpinCo Financing, the Gold Financing or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the SpinCo Financing, the Permanent SpinCo Financing, the Gold Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions proceeding to the exclusive jurisdiction of such court; ;
(b) agrees that any such Actions proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter the Commitment Letter or other applicable definitive document relating to the Debt SpinCo Financing; , the Permanent SpinCo Financing and the Gold Financing;
(c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Lender Party in any way arising out of or relating to to, this Agreement, the Debt SpinCo Financing, any commitment letter relating thereto the Permanent SpinCo Financing, the Gold Financing, the Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Commitment Letter or the performance of any services thereunder under the Commitment Letter in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon Mercury, SpinCo, their respective Subsidiaries, Gold or the Gold Subsidiaries in any such proceeding shall be effective if notice is given in accordance with Section 10.3;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action proceeding in any such court; ;
(ef) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions proceeding brought against the Debt Financing Sources Related Parties any Lender Party in any way arising out of or relating to to, this Agreement, the Debt SpinCo Financing, any commitment letter relating thereto the Permanent SpinCo Financing, the Gold Financing, the Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Commitment Letter or the performance of any services thereunder; under the Commitment Letter;
(fg) agrees that none of the Debt Financing Sources Related Lender Parties will have any liability to the Company or any Subsidiaries of the Company Mercury, SpinCo, Gold or any of their respective controlled Subsidiaries or any of their respective Affiliates or Representatives (in each caseother than, other than following the ParentClosing Date, Merger Sub Gold, SpinCo and their respective SubsidiariesSubsidiaries in accordance with the terms of the SpinCo Financing, the Permanent SpinCo Financing, the Gold Financing or the Commitment Letter) solely relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunderby this Agreement, whether in law or in equity, whether in contract or in tort or otherwise and not related to the SpinCo Financing, the Permanent SpinCo Financing, the Gold Financing or the Commitment Letter in any way; and
(provided thath) hereby waives any and all claims and causes of action against the Lender Parties in their capacity as Lender Parties relating to or arising out of this Agreement, notwithstanding the foregoingSpinCo Financing, nothing herein shall affect the rights Permanent SpinCo Financing, the Gold Financing, the Commitment Letter or any of the Parent against transactions contemplated by this Agreement or the Debt Financing Sources Related Parties Commitment Letter or the performance of any services under the Commitment Letter (other than, following the Closing Date, with respect to the Debt SpinCo Financing, the Permanent SpinCo Financing and/or the Gold Financing), whether in law or any of thein equity, whether in contract or in tort or otherwise.
Appears in 1 contract
Sources: Merger Agreement (Gentherm Inc)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, its Subsidiaries and each of their controlled Affiliates herebyCompany hereby agrees: (a) agrees that any Actionssuit, legal action or proceeding, whether in law or in equity, whether in contract or contract, in tort or otherwise, directly involving any Person (other than Parent, Merger Sub or any Affiliate thereof) that is an agent, arranger, lender or underwriter of, or otherwise a third party counterparty of Parent or Merger Sub with respect to any actual or potential Financing or any Affiliate of any such Person (collectively, with each of their respective Representatives acting as such, the Debt “Financing Sources Related Parties”), in each case, arising out of or relating to this Agreement, the Debt any Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt Financing or any of the transactions transaction contemplated hereby or thereby or the performance of any services thereunder (any such suit, legal action or proceeding, a “Financing Party Action”) shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough County of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof (and each Party party hereto irrevocably submits itself and its property with respect to any such Actions Financing Party Action to the exclusive jurisdiction of such court); (b) agrees that any such Actions Financing Party Action shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support support, or permit any of its controlled Affiliates to bring or support support, any Financing Party Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough County of Manhattan, New York, New York; (d) that it irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such any Financing Party Action in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Financing Party Action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunderParties; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their to its respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, it being understood that nothing herein in this clause (f) shall affect the rights obligations of Parent, Merger Sub and their Affiliates under this Agreement); and (g) that (and each other party hereto agrees that) the Parent against Financing Parties are express third party beneficiaries of, and may enforce, the Debt Financing Sources Related Parties with respect to the Debt Financing or any provisions of thethis Section 8.17, and which provisions shall not be amended in a manner adverse
Appears in 1 contract
Sources: Merger Agreement
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the CompanySellers, on behalf of itselfthemselves and the other Seller Parties and their respective Affiliates, its Subsidiaries and each of their controlled Affiliates hereby: (a) agrees agree that any ActionsAction, whether in law or in equity, whether in contract or in tort or otherwise, directly involving the Debt Financing Sources Related PartiesSources, arising out of or relating to this Agreement, the Debt Commitment Agreement, the Credit Agreement, the Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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 federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions Action to the exclusive jurisdiction of such court; (b) agrees agree that any such Actions Action shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable commitment letter letter, the Debt Commitment Agreement, the Credit Agreement or other applicable definitive document relating to the Debt Financing; (c) agrees agree not to bring or support or permit any of its controlled Affiliates 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 any Debt Financing Sources Related Party Source in any way arising out of or relating to this Agreement, the Debt Commitment Agreement, the Credit Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; (d) irrevocably waiveswaive, 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; (e) knowingly, intentionally and voluntarily waives waive to the fullest extent permitted by applicable law trial by jury in any Actions Action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Commitment Agreement, the Credit Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees agree that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company Seller Parties or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Commitment Agreement, the Credit Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided g) agree that (and each other party hereto agrees that) the Financing Sources are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of this Section 11.4, and such provisions and the Debt definitions of “Financing Sources Related Parties with respect Sources”, and “Financing” shall not be amended in any way adverse to the Debt “Financing Sources”, and no other provision of this Agreement shall be amended in any way that has the effect of overriding or otherwise modifying this Section 11.4 in a manner that is adverse to the “Financing Sources”, in any such case, without the prior written consent of thethe Financing Sources. For the avoidance of doubt, this Section 11.4 shall have effect of superseding any provision of this Agreement to the contrary. [Signature pages follow.] * / 8 * 5 / & 4 4 U I 8F ) & 13 B& S0 U’ J F T I B W F U I F J S S F T Q F D U J W F E V M Z B V U I P 3 " . " 3 - " / % $ 0 3 1 0 3 # Z @ @ @ @ @ @ @ @ @ / B N F @ @ @ @ @ @ @ @ 5 J U M F @ @ @ @ @ @ 3 - $ " 3 3 * & 3 4 # Z @ @ @ @ @ @ @ @ @ / B N F @ @ @ @ @ @ @ @ 5 J U M F @ @ @ @ @ @ < * 4( / " 51" 6( 3& &" 4 45 1&06 35 $ ) " (" 34 & & >. & / 5 DocuSign Envelope ID: 385BCC3AaEs-5eF52E3-4-21C1D-098679E--9CCT44GDDA2D73o1Bc 1315-1 Filed 12/08/23 Page 67 of 90 By: _ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Financial Officer By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Manager By: _ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Treasury By: _ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Treasury By: _ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Treasury By: _ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Treasury DocuSign Envelope ID: 05CF3CACa7s-6e7928-347-B1A1-80669C9--EC89T6G744738DEoDc 1315-1 Filed 12/08/23 Page 68 of 90 By: _ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Financial Officer By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Manager By: _ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Treasury By: _ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Treasury By: _ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Treasury By: _ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Treasury THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as ],”by and between [ ],”an [ ]”(the “Assignor”), and [ ],”a [ ]”(“Assignee”). Each capitalized term used, but not otherwise defined herein, shall have the meaning ascribed to such terms in the APA.
Appears in 1 contract
Sources: Asset Purchase Agreement
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, its Subsidiaries and each of their controlled Affiliates herebyCompany hereby agrees: (a) agrees that any Actionssuit, legal action or proceeding, whether in law or in equity, whether in contract or contract, in tort or otherwise, directly involving any Person (other than Parent, Merger Sub or any Affiliate thereof) that is an agent, arranger, lender or underwriter of, or otherwise a third party counterparty of Parent or Merger Sub with respect to any actual or potential Financing or any Affiliate of any such Person (collectively, with each of their respective Representatives acting as such, the Debt “Financing Sources Related Parties”), in each case, arising out of or relating to this Agreement, the Debt any Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt Financing or any of the transactions transaction contemplated hereby or thereby or the performance of any services thereunder (any such suit, legal action or proceeding, a “Financing Party Action”) shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough County of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof (and each Party party hereto irrevocably submits itself and its property with respect to any such Actions Financing Party Action to the exclusive jurisdiction of such court); (b) agrees that any such Actions Financing Party Action shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support support, or permit any of its controlled Affiliates to bring or support support, any Financing Party Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough County of Manhattan, New York, New York; (d) that it irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such any Financing Party Action in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Financing Party Action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunderParties; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their to its respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, it being understood that nothing herein in this clause (f) shall affect the rights obligations of Parent, Merger Sub and their Affiliates under this Agreement); and (g) that (and each other party hereto agrees that) the Parent against Financing Parties are express third party beneficiaries of, and may enforce, the Debt Financing Sources Related Parties with respect to the Debt Financing or any provisions of thethis Section 8.17, and which provisions shall not be amended in a manner adverse
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Company on behalf of itself, its the Company Subsidiaries and each of their its controlled Affiliates affiliates hereby: (a) agrees that any ActionsProceedings, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such Actions Proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates affiliates to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceedings in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Proceedings brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company Subsidiaries or any of their respective controlled Affiliates affiliates or Representatives (in each case, other than the Parent, Merger Sub Purchaser and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided g) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of this Section 10.13, and such provisions and the Debt definition of “Financing Sources Related Parties with respect Parties” shall not be amended in any way adverse to the Debt “Financing or any Parties” without the prior written consent of thethe Financing Entities. IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC. By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Vice President, Corporate Development and Salesforce Ventures MALBEC ACQUISITION CORP. By /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: President MULESOFT, INC. By /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer For the purposes of this Agreement, the term:
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Company on behalf of itself, its the Company Subsidiaries and each of their its controlled Affiliates affiliates hereby: (a) agrees that any ActionsProceedings, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such Actions Proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates affiliates to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceedings in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Proceedings brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that neither the Company nor any of the Company Subsidiaries nor any of their respective affiliates or Representatives (in each case, other than Parent, Merger Sub and their respective Subsidiaries) shall have any rights or claims against any Financing Party in connection with this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby; (g) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company Subsidiaries or any of their respective controlled Affiliates affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided h) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of this Section 10.13, and such provisions and the Debt definition of “Financing Sources Related Parties with respect Parties” shall not be amended in any way materially adverse to the Debt Financing Parties without the prior written consent of the Financing Entities, but, in the case of clauses (f) and (g), solely to the extent of actions or omissions by or circumstances relating to such Financing Party in its capacity as a Financing Party, it being understood that nothing in this Section 10.13 shall excuse any Financing Party from liability in connection with actions or omissions by or circumstances relating to such Financing Party in any other capacity, including in its capacity as a creditor of the Company or any of theCompany Subsidiary.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the CompanySeller, on behalf of itself, its Subsidiaries and each of their controlled Affiliates its Affiliates, hereby: (a) agrees that any Actionslegal action, whether in law Law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to to, this Agreement, Agreement or the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder Financing, shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions legal action to the exclusive jurisdiction of such court; , (b) agrees that any such Actions legal action shall be governed by and construed in accordance with the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws Laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to the Debt Financing; Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Law of the State of Delaware), (c) agrees not to bring or support or permit any of its controlled Affiliates 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 any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Law trial by jury in any Actions such legal action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to to, this Agreement, Agreement or the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (fd) agrees that none of the Debt Financing Sources Related Parties will (solely to the extent of and in their respective capacities as such) shall have any liability Liability to the Company Seller or any of its Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, Agreement or the Debt FinancingFinancing (subject to the last sentence of this Section 11.15), any commitment letter relating thereto or and (e) agrees that the Financing Parties (solely to the extent of and in their respective capacities as such) are express third-party beneficiaries of, and may enforce, any of the transactions contemplated hereby provisions of this Section 11.15 and Section 11.3 that this Section 11.15 and Section 11.3 may not be amended in a manner materially adverse to the Financing Parties (solely to the extent of and in their respective capacities as such) without the written consent of the Lenders (such consent not to be unreasonably withheld, conditioned or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding delayed). Notwithstanding the foregoing, nothing herein in this Section 11.15 shall affect in any way limit or modify (i) the rights and obligations of Purchasers under this Agreement or any Financing Party’s obligations under the Debt Commitment Letter or the rights of Purchasers and their respective Subsidiaries (including, after the Parent Closing, the Purchased Entities and their Subsidiaries) against the Debt Financing Sources Related Parties (solely to the extent of and in their respective capacities as such) with respect to the Debt Financing or any of thethe transactions contemplated thereby or any services thereunder and (ii) the rights of Seller and its Subsidiaries against the Purchasers, the Equity Investors or the Guarantors or, in any capacity other than in their respective capacities as Financing Parties (and solely to the extent of their respective capacities as such), their respective Affiliates and their respective Representatives under this Agreement, the Equity Commitment Letter, the Limited Guaranty or the other Transaction Documents, in each case to, and solely against, the applicable Persons thereunder and in accordance with the terms of this Agreement and such other agreement.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Company on behalf of itself, its Subsidiaries and each of their its controlled Affiliates affiliates hereby: (a) agrees that any ActionsProceedings, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesLenders, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such Actions Proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates affiliates to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party Lender in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceedings in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Proceedings brought against the Debt Financing Sources Related Parties Lenders in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Related Parties Lenders will have any liability to the Company or any Subsidiaries of the Company Subsidiaries or any of their respective controlled Affiliates or Representatives affiliates (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided g) agrees that (and each other party hereto agrees that) the Lenders are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of this Section 8.14 and such provisions and the Debt Financing Sources Related Parties with respect definition of “Lenders” shall not be amended in any way materially adverse to the Debt Financing or any Lenders without the prior written consent of thethe Lenders.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Varian Medical Systems Inc)
Certain Financing Provisions. (a) Notwithstanding anything in this Agreement to the contrary, the Company, RMT Partner on behalf of itself, itself and its Subsidiaries and each of their controlled Affiliates hereby: Subsidiaries:
(ai) agrees that any Actionsproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related SpinCo Lender Parties, arising out of or relating to to, this Agreement, the Debt SpinCo Financing, the Permanent SpinCo Financing or any of the agreements (including any applicable commitment letterthe SpinCo Commitment Letter) entered into in connection with the Debt SpinCo Financing or the Permanent SpinCo Financing or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the SpinCo Financing or the Permanent SpinCo Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions proceeding to the exclusive jurisdiction of such court; ;
(bii) agrees that any such Actions proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter the SpinCo Commitment Letter or other applicable definitive document relating to the Debt SpinCo Financing; ;
(ciii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related SpinCo Lender Party in any way arising out of or relating to to, this Agreement, the Debt SpinCo Financing, any commitment letter relating thereto the Permanent SpinCo Financing, the SpinCo Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the SpinCo Commitment Letter or the performance of any services thereunder under the SpinCo Commitment Letter in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; ;
(div) agrees that service of process upon RMT Partner or its Subsidiaries in any such proceeding shall be effective if notice is given in accordance with Section 10.3;
(v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action proceeding in any such court; ;
(evi) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions proceeding brought against the Debt Financing Sources Related Parties any SpinCo Lender Party in any way arising out of or relating to to, this Agreement, the Debt SpinCo Financing, any commitment letter relating thereto the Permanent SpinCo Financing, the SpinCo Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the SpinCo Commitment Letter or the performance of any services thereunder; under the SpinCo Commitment Letter;
(fvii) agrees that none of the Debt Financing Sources Related SpinCo Lender Parties will have any liability to the Company RMT Partner or any of its Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (other than, following the Closing Date, SpinCo and its Subsidiaries in each caseaccordance with the terms of the SpinCo Financing, other than the Parent, Merger Sub and their respective SubsidiariesPermanent SpinCo Financing or the SpinCo Commitment Letter) solely relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunderby this Agreement, whether in law or in equity, whether in contract or in tort or otherwise and not related to the SpinCo Financing, the Permanent SpinCo Financing or the SpinCo Commitment Letter in any way;
(provided thatviii) hereby waives any and all claims and causes of action against the SpinCo Lender Parties in their capacity as SpinCo Lender Parties relating to or arising out of this Agreement, notwithstanding the foregoingSpinCo Financing, nothing herein shall affect the rights Permanent SpinCo Financing, the SpinCo Commitment Letter or any of the Parent against transactions contemplated by this Agreement or the Debt Financing Sources Related Parties SpinCo Commitment Letter or the performance of any services under the SpinCo Commitment Letter (other than, following the Closing Date, with respect to the Debt SpinCo Financing and/or the Permanent SpinCo Financing), whether in law or in equity, whether in contract or in tort or otherwise; and
(ix) agrees that the SpinCo Lender Parties are express third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.12(a), and such provisions and the definitions of “SpinCo Lenders” and “SpinCo Lender Parties” (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) shall not be amended in any way adverse to the SpinCo Lenders without the prior written consent of the SpinCo Lenders (such consent not to be unreasonably withheld, conditioned or delayed).
(b) Notwithstanding anything in this Agreement to the contrary, each of the Company and SpinCo on behalf of itself and its Subsidiaries:
(i) agrees that any proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the RMT Partner Lender Parties, arising out of or relating to, this Agreement, the RMT Partner Financing or any of thethe agreements (including the RMT Partner Commitment Letter) entered into in connection with the RMT Partner Financing or any of the transactions contemplated by this Agreement or the agreements entered into in connection with the RMT Partner Financing 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, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such proceeding to the exclusive jurisdiction of such court;
(ii) agrees that any such proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the RMT Partner Commitment Letter or other applicable definitive document relating to the RMT Partner Financing;
(iii) agrees not to bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any RMT Partner Lender Party in any way arising out of or relating to, this Agreement, the RMT Partner Financing, the RMT Partner Commitment Letter or any of the transactions contemplated by this Agreement or the RMT Partner Commitment Letter or the performance of any services under the RMT Partner Commitment Letter in any forum other than any federal or state court in the Borough of Manhattan, New York, New York;
(iv) agrees that service of process upon the Company, SpinCo or their respective Subsidiaries in any such proceeding shall be effective if notice is given in accordance with Section 10.3;
(v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such proceeding in any such court;
(vi) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against any RMT Partner Lender Party in any way arising out of or relating to, this Agreement, the RMT Partner Financing, the RMT Partner Commitment Letter or any of the transactions contemplated by this Agreement or the RMT Partner Commitment Letter or the performance of any services under the RMT Partner Commitment Letter;
(vii) agrees that none of the RMT Partner Lender Parties will have any liability to the Company or SpinCo or their respective Subsidiaries or any of their respective Affiliates or Representatives (other than, following the Closing Date, RMT Partner and its Subsidiaries in accordance with the terms of the RMT Partner Financing, or the RMT Partner Commitment Letter) solely relating to or arising out of this Agreement or any of the transactions contemplated by this Agreement, whether in law or in equity, whether in contract or in tort or otherwise and not related to the RMT Partner Financing or the RMT Partner Commitment Letter in any way;
(viii) hereby waives any and all claims and causes of action against the RMT Partner Lender Parties in their capacity as RMT Partner Lender Parties relating to or arising out of this Agreement, the RMT Partner Financing, the RMT Partner Commitment Letter or any of the transactions contemplated by this Agreement or the RMT Partner Commitment Letter or the performance of any services under the RMT Partner Commitment Letter (other than, following the Closing Date, with respect to the RMT Partner Financing), whether in law or in equity, whether in contract or in tort or otherwise; and
(ix) agrees that the RMT Partner Lender Parties are express third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.12(b), and such provisions and the definitions of “RMT Partner Lenders” and “RMT Partner Lender Parties” (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) shall not be amended in any way adverse to the RMT Partner Lenders without the prior written consent of the RMT Partner Lenders (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Sellers on behalf of itself, its Subsidiaries themselves and each of their controlled Affiliates hereby: Subsidiaries:
(a) agrees agree that any ActionsProceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesEntities, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letterthe Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the Debt Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof thereof, and each Party hereto irrevocably submits itself and its property with respect to any such Actions Proceeding to the exclusive jurisdiction of such court; ;
(b) agrees agree that any such Actions Proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; ;
(c) agrees agree not to bring or support or permit any of its controlled Affiliates their Subsidiaries to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party Entity in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunder under the Debt Commitment Letter in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; ;
(d) agree that service of process upon Sellers or their Subsidiaries in any such Proceeding shall be effective if notice is given in accordance with Section 10.5;
(e) irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceeding in any such court; ;
(ef) knowingly, intentionally and voluntarily waives waive to the fullest extent permitted by applicable law trial by jury in any Actions Proceeding brought against the Debt Financing Sources Related Parties Entity in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunder; under the Debt Commitment Letter;
(fg) agrees agree that none of the Debt Financing Sources Related Parties Entities will have any liability to the Company or any Subsidiaries of the Company Sellers or any of their respective controlled Affiliates Subsidiaries or Representatives (in each case, other than the Parent, Merger Sub and their respective Purchaser or its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunderunder the Debt Commitment Letter, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and
(provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent against h) agree that the Debt Financing Sources Related Parties with respect Entities are express third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15, and such provisions and the definitions of “Debt Financing Entities” and “Debt Financing Sources” shall not be amended in any way adverse to the Debt Financing or any Entities without the prior written consent of thethe Debt Financing Sources.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the CompanySeller, on behalf of itself, its Subsidiaries and each of their its controlled Affiliates Affiliates, hereby: (a) agrees that any Actionslegal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to to, this Agreement or the transactions contemplated by this Agreement, including the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder Financing, shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions legal action to the exclusive jurisdiction of such court; , (b) agrees that any such Actions legal action shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to the Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Financing; Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware), (c) agrees not to bring or support or permit any of its controlled Affiliates 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 any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions such legal action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to to, this Agreement, Agreement or the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (fd) agrees that none of the Debt Financing Sources Related Parties will shall have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) Seller Related Party relating to or arising out of this AgreementAgreement or the Financing (subject to the last sentence of this Section 11.16), and (e) agrees that the Debt FinancingFinancing Parties are express third party beneficiaries of, any commitment letter relating thereto or and may enforce, any of the transactions contemplated hereby provisions of this Section 11.16 and that this Section 11.16 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or thereby other modification of such provision would modify the substance of this Section 11.16) may not be amended in a manner materially adverse to the Financing Parties without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or the performance delayed). No Financing Entity shall be subject to any special, consequential, punitive or indirect damages or damages of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding a tortious nature. Notwithstanding the foregoing, nothing herein in this Section 11.16 shall affect in any way limit or modify the rights and obligations of Purchaser, Bank Debt Merger Sub and Bond Debt Merger Sub under this Agreement, or any Financing Party’s obligations under the Debt Commitment Letter, or the rights of the Parent Purchased Entity, Bank Debt Merger Sub or Bond Debt Merger Sub against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of thethe transactions contemplated thereby or any services thereunder following the Closing Date.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Fidelity National Information Services, Inc.)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Company on behalf of itself, its Subsidiaries and each of their its controlled Affiliates affiliates hereby: (a1) agrees that any ActionsAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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, so long as such forum is and remains available, and any appellate court thereof thereof, and each Party hereto irrevocably submits itself and its property with respect to any such Actions Action to the exclusive jurisdiction of such court; (b2) agrees that any such Actions Action shall be governed by by, and construed in accordance with with, the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; (c3) agrees not to bring or support or permit any of its controlled Affiliates affiliates to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d4) irrevocably waives, 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; (e5) knowingly, intentionally and voluntarily waives waives, to the fullest extent permitted by applicable law Law, trial by jury in any Actions Action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f6) agrees that neither the Company nor any of its Subsidiaries nor any of their respective affiliates or Representatives shall have any rights or claims against any Financing Party relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (7) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any of its Subsidiaries of the Company or any of their respective controlled Affiliates affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided 8) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of this Section 8.17, and such provisions and the Debt definition of “Financing Sources Related Parties with respect Parties” shall not be amended in any way adverse to the Debt Financing or Parties without the prior written consent of the Financing Entities. The provisions of this Section 8.17 shall survive any termination of thethis Agreement. [Remainder of page intentionally left blank. Signature pages follow.]
Appears in 1 contract
Sources: Arrangement Agreement (LKQ Corp)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the CompanySellers, on behalf of itselfthemselves and the other Seller Parties, its Subsidiaries and each of their controlled Affiliates hereby: (a) agrees agree that any Actionssuit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving the Debt Financing Sources Related PartiesSources, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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 federal or state court in the Borough County of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions suit, action or proceeding to the exclusive jurisdiction of such court; (b) agrees agree that any such Actions suit, action or proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable commitment letter credit agreement or other applicable definitive document relating to the Debt Financing; (c) agrees agree not to bring or support or permit any of its controlled Affiliates to bring or support any Action suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party Source in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter credit agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough County of Manhattan, New York, New York; (d) irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action suit, action or proceeding in any such court; (e) knowingly, intentionally and voluntarily waives waive to the fullest extent permitted by applicable law trial by jury in any Actions suit, action or proceeding brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter credit agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees agree that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) Seller Parties relating to or arising out of this Agreement, the Debt Financing, any commitment letter credit agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided g) agree that (and each other party hereto agrees that) the Financing Sources are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of this Section 11.4, and such provisions and the definitions of “Financing Sources”, “Debt Financing Sources Related Parties with respect Financing” and “Financing” shall not be amended in any way adverse to the Debt “Financing or any Sources” without the prior written consent of thethe Financing Sources.
Appears in 1 contract
Sources: Asset Purchase Agreement (XPO, Inc.)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of Parent and the Company, on behalf of itself, itself and its Subsidiaries (other than, in the case of the Company, SpinCo and each of their controlled Affiliates hereby: its Subsidiaries with respect to clauses (g) and (h) below and/or to the extent otherwise provided in the Debt Commitment Letter):
(a) agrees that any Actionsproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related SpinCo Lender Parties, arising out of or relating to to, this Agreement, the Debt Financing, the Permanent Financing or any of the agreements (including any applicable commitment letterthe Debt Commitment Letter) entered into in connection with the Debt Financing or the Permanent Financing or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the Financing or the Permanent Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions proceeding to the exclusive jurisdiction of such court; ;
(b) agrees that any such Actions proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; ;
(c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related SpinCo Lender Party in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Permanent Financing, the Debt Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunder under the Debt Commitment Letter in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon such persons in any such proceeding shall be effective if notice is given in accordance with Section 10.3;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action proceeding in any such court; ;
(ef) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions proceeding brought against the Debt Financing Sources Related Parties any SpinCo Lender Party in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Permanent Financing, the Debt Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunder; under the Debt Commitment Letter;
(fg) agrees that none of the Debt Financing Sources Related SpinCo Lender Parties will have any liability to the Company or any Subsidiaries of the Company it or any of their its Subsidiaries or any of its respective controlled Affiliates or Representatives (in each caseother than, other than following the ParentClosing Date, Merger Sub Parent and SpinCo and their respective SubsidiariesSubsidiaries in accordance with the terms of the Financing, the Permanent Financing or the Debt Commitment Letter) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto the Permanent Financing, the Debt Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunderunder the Debt Commitment Letter, whether in law or in equity, whether in contract or in tort or otherwise otherwise;
(provided that, notwithstanding the foregoing, nothing herein shall affect the rights h) hereby waives any and all claims and causes of the Parent action against the Debt Financing Sources Related SpinCo Lender Parties with respect relating to or arising out of this Agreement, the Financing, the Permanent Financing, the Debt Financing Commitment Letter or any of thethe transactions contemplated by this Agreement or the Debt Commitment Letter or the performance of any services under the Debt Commitment Letter, whether in law or in equity, whether in contract or in tort or otherwise; and
(i) agrees that the SpinCo Lender Parties are express third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.12, and such provisions and the definitions of “SpinCo Lenders” and “SpinCo Lender Parties” (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) shall not be amended in any way adverse to the SpinCo Lender Parties without the prior written consent of the applicable SpinCo Lenders.
Appears in 1 contract
Sources: Merger Agreement (3m Co)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Seller on behalf of itself, its Subsidiaries itself and each of their its controlled Affiliates hereby: (a) agrees that any ActionsAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesEntities, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letterthe Debt Commitment Letter) entered into in connection with the Debt 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 federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions Action to the exclusive jurisdiction of such court; , (b) agrees that any such Actions Action shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; , (c) agrees not to bring or support or permit any of its controlled Affiliates 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 any Debt Financing Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; , (d) agrees that service of process upon Seller or its controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 10.7, (e) irrevocably waives, 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; , (ef) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Action brought against the Debt Financing Sources Related Parties Entities in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; , (fg) agrees that none of the Debt Financing Sources Related Parties Entities will have any liability to the Company or any Subsidiaries of the Company Seller or any of their respective controlled its Affiliates or Representatives (in each casefor the avoidance of doubt, other than the Parent, Merger Sub not including Purchaser and their respective its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Purchaser against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of thethe transactions contemplated hereby or any services thereunder following the Closing Date) and (h) agrees that the Financing Entities are express third-party beneficiaries of, and may enforce, any of the provisions of this Section 10.15, and that such provisions and the definitions of “Financing Parties” and “Financing Entities” (and any other provisions of this Agreement to the extent an amendment, supplement, waiver or other modification of such provisions would modify the substance of such Sections) shall not be amended in any way materially adverse to the Financing Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Seller on behalf of itself, its Subsidiaries itself and each of their its controlled Affiliates hereby: (a) agrees that any ActionsAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesEntities, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letterthe Debt Commitment Letter) entered into in connection with the Debt 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 federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions Action to the exclusive jurisdiction of such court; , (b) agrees that any such Actions Action shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; , (c) agrees not to bring or support or permit any of its controlled Affiliates 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 any Debt Financing Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; , (d) agrees that service of process upon Seller or its controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 10.7, (e) irrevocably waives, 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the,
Appears in 1 contract
Sources: Asset Purchase Agreement
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Company on behalf of itself, its the Company Subsidiaries and each of their its controlled Affiliates affiliates hereby: (a) agrees that any ActionsProceedings, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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 YorkTokyo District Court, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such Actions Proceeding shall be governed by and construed in accordance with the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state)Japan, except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates affiliates to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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 YorkTokyo District Court; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceedings in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Proceedings brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company Subsidiaries or any of their respective controlled Affiliates affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; (provided that, notwithstanding g) agrees that only Parent (including its successors and permitted assigns under the foregoing, nothing herein applicable commitment letter) and the other parties to the applicable commitment letter at their own direction shall affect be permitted to bring any claim against a Financing Party for failing to satisfy any obligation to fund the rights Financing pursuant to the terms of the Parent against applicable commitment letter; (h) agrees that (and each other Party agrees that) the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.13, and such provisions and the definition of “Financing Parties” shall not be amended in any way adverse to the Financing Parties without the prior written consent of the Financing Entities, including, for the avoidance of doubt, this Section 9.13, and (i) agrees that this Section 9.13 shall, with respect to the Debt Financing or matters referenced herein, supersede any provision of thethis Agreement to the contrary.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, its Subsidiaries and each of their its controlled Affiliates affiliates, hereby: (a) agrees that any Actionslegal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesEntities, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby Agreement or the performance of any services thereunder Financing, shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions legal action to the exclusive jurisdiction of such court; , (b) agrees that any such Actions legal action shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to the Debt Financing; Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including in any Commitment Letter or Definitive Agreement that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware), (c) agrees not to bring or support or permit any of its controlled Affiliates 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 any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions such legal action brought against the Debt Financing Sources Related Parties Entities in any way arising out of or relating to to, this Agreement, Agreement or the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (fd) agrees that none of the Debt Financing Sources Related Parties will Entities shall have any liability to the Company or any of its Subsidiaries of the Company or any of their respective controlled Affiliates affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this AgreementAgreement or the Financing (subject to the last sentence of this Section 8.12), and (e) agrees that the Debt FinancingFinancing Entities are express third party beneficiaries of, and may enforce, any commitment letter relating thereto of the provisions of this Section 8.12 and that this Section 8.12 may not be amended in a manner materially adverse to the Financing Entities without the written consent of the Financing Parties (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.12 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Financing Party’s obligations to Parent under any Commitment Letter or Definitive Agreement or the rights of Parent and its Subsidiaries against the Financing Parties with respect to the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding thereunder following the foregoing, nothing herein shall affect the rights of the Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of theClosing Date.
Appears in 1 contract
Sources: Merger Agreement (National Storage Affiliates Trust)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Company on behalf of itself, its itself and the Company Subsidiaries and each of their controlled Affiliates hereby: :
(a) agrees that not to bring or support any ActionsAction, whether in law or in equity, whether in contract or in tort or otherwise, involving among the Company and the Debt Financing Sources Related Parties, Parties and arising out of or relating to this Agreement, the Debt Financing Financing, the Permitted Debt Commitments or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or in any forum other than the performance of any services thereunder shall be subject to the exclusive jurisdiction of any Federal or state court courts in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions to the exclusive jurisdiction of such court; ;
(b) agrees that any such Actions shall be governed by and construed in accordance with the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws Laws of another state), except (i) as otherwise provided in any applicable commitment letter the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; Financing and (ii) with respect to (A) the interpretation of the definition of Company Material Adverse Effect and Parent Material Adverse Effect (and whether or not a Company Material Adverse Effect or a Parent Material Adverse Effect has occurred) and (B) the determination of whether the First Merger and Second Merger have been consummated in all material respects in accordance with the terms hereof, which shall, in the case of both (A) and (B), be governed by and construed in accordance with the Laws of the State of Maryland, without giving effect to any choice or conflicts of Law principles (whether of the State of Maryland or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Maryland;
(c) agrees not to bring or support or permit any of its controlled Affiliates 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 any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Actions in any such court; ;
(ed) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Law trial by jury in any Actions brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto the Permitted Debt Commitments or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of thethereby;
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, its Subsidiaries and each of their its controlled Affiliates Affiliates, hereby: (a) agrees that any Actionslegal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, arising out of or relating to to, this Agreement, the Debt Financing Agreement or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions legal action to the exclusive jurisdiction of such court; , (b) agrees that any such Actions legal action shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to the Debt Financing; Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware), (c) agrees not to bring or support or permit any of its controlled Affiliates 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 any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto 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; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action action in any such court; , (d) agrees that service of process upon it in any such action shall be effective if notice is given in accordance with this Agreement, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions such legal action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to to, this Agreement, Agreement or the Debt Financing, (f) agrees that none of the Debt Financing Parties shall have any commitment letter liability to the Company or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives relating thereto to or arising out of this Agreement or the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; thereunder (fsubject to the last sentence of this Section 9.14) and the Company (on behalf of itself and its Subsidiaries and controlled Affiliates) waives any and all rights or claims against the Debt Financing Parties and agrees not to commence (and if commenced, agrees to dismiss or otherwise terminate) any legal action against any Debt Financing Party with respect to the foregoing, and (g) agrees that none the Debt Financing Parties are express third-party beneficiaries of, and may rely upon and enforce, any of the provisions of Section 8.2(f), Section 9.5(c), Section 9.13 and this Section 9.14 and that such provisions (or any of the defined terms used herein or any other provision of this Agreement to the extent a modification, waiver or termination of such defined term or provision would modify the substance of Section 8.2(f), Section 9.5(c), Section 9.13 or this Section 9.14) may not be amended in a manner adverse to the Debt Financing Parties without the written consent of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding Parties. Notwithstanding the foregoing, nothing herein in this Section 9.14 shall affect in any way limit or modify the rights and obligations of Parent under this Agreement or any Debt Financing Party’s obligations to Parent under the Debt Commitment Letter or the rights of the Parent Company and its Subsidiaries against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of thethe transactions contemplated thereby or any services thereunder following the Closing Date.
Appears in 1 contract
Sources: Merger Agreement (Premier, Inc.)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Company on behalf of itself, its Subsidiaries itself and each of their controlled Affiliates hereby: the Company Subsidiaries:
(a) agrees that any ActionsClaim, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesLender Entities, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letterthe Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the Debt Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions Claim to the exclusive jurisdiction of such court; ;
(b) agrees that any such Actions Claim shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; Commitment Letter or Definitive Agreement;
(c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action Claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party Lender Entity in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunder under the Debt Commitment Letter in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon the Company or the Company Subsidiaries in any such Claim shall be effective if notice is given in accordance with Section 9.02;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Claim in any such court; ;
(ef) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Claim brought against the Debt Financing Sources Related Parties any Lender Entity in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunder; under the Debt Commitment Letter;
(fg) agrees that none of the Debt Financing Sources Related Parties Lender Entities will have any liability to the Company or any Subsidiaries of the Company Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunderunder the Debt Commitment Letter, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and
(provided thath) agrees that the Lender Entities are express third-party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions in this Agreement reflecting the Debt Financing Sources Related Parties with respect foregoing agreements in this Section 9.13 and such provisions and the definitions of “Lender Entities” and “Lenders” shall not be amended in any way adverse to the Debt Financing or any Lenders without the prior written consent of thethe Lenders.
Appears in 1 contract
Sources: Merger Agreement (W R Grace & Co)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Company, Seller on behalf of itself, itself and its Subsidiaries and each of their controlled Affiliates hereby: Subsidiaries:
(a) agrees that any ActionsProceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesEntities, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letterthe Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the Debt Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions Proceeding to the exclusive jurisdiction of such court; ;
(b) agrees that any such Actions Proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; ;
(c) agrees not to bring or support or permit any of its controlled Affiliates Subsidiaries to bring or support any Action Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party Entity in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunder under the Debt Commitment Letter in any forum other than any Federal federal or state court in the Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon Seller or its Subsidiaries in any such Proceeding shall be effective if notice is given in accordance with Section 10.5;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceeding in any such court; ;
(ef) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Proceeding brought against the Debt Financing Sources Related Parties Entity in any way arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunder; under the Debt Commitment Letter;
(fg) agrees that none of the Debt Financing Sources Related Parties Entities will have any liability to the Company Seller or any of its Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Purchaser or its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunderunder the Debt Commitment Letter, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and
(provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent against h) agrees that the Debt Financing Sources Related Parties with respect Entities are express third-party beneficiaries of, and may enforce, (x) any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.4(d), and such provisions and the definitions of “Debt Financing Entities” and “Debt Financing Sources” and (y) Section 8.4(d) (and the definitions referenced therein), and that each such Section, provision and definition shall not be amended in any way adverse to any Debt Financing Entity without the prior written consent of the Debt Financing or any of theSources.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (PERRIGO Co PLC)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the CompanySellers, on behalf of itselfthemselves and the other Seller Parties, its Subsidiaries and each of their controlled Affiliates hereby: (a) agrees agree that any Actionssuit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving the Debt Financing Sources Related PartiesSources, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt 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 federal or state court in the Borough County of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Actions suit, action or proceeding to the exclusive jurisdiction of such court; (b) agrees agree that any such Actions suit, action or proceeding shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees agree not to bring or support or permit any of its controlled Affiliates to bring or support any Action suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party Source in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough County of Manhattan, New York, New York; (d) irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action suit, action or proceeding in any such court; (e) knowingly, intentionally and voluntarily waives waive to the fullest extent permitted by applicable law trial by jury in any Actions suit, action or proceeding brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees agree that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) Seller Parties relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided g) agree that (and each other party hereto agrees that) the Financing Sources are express third party beneficiaries of, notwithstanding the foregoingand may enforce, nothing herein shall affect the rights any of the Parent against provisions of this Section 11.4, and such provisions and the definitions of “Financing Sources”, “Debt Financing Sources Related Parties with respect Financing” and “Financing” shall not be amended in any way adverse to the Debt “Financing or any Sources” without the prior written consent of thethe Financing Sources.]
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the CompanyCompanies, on behalf of itself, its Subsidiaries the Seller and each of the Seller’s Shareholders (collectively, with each of their controlled Affiliates herebyrespective representatives acting as such, the “Company Parties”) hereby agrees: (a) agrees that any Actionssuit, claim, legal action, arbitration, demand or proceeding, whether in law or in equity, whether in contract or in tort or otherwiseotherwise (each, an “Action”) directly involving any agent, arranger, lender, underwriter or other counterparty with respect to any actual or potential Financing or their respective Affiliates (collectively, with each of their respective representatives acting as such, the Debt “Financing Sources Related Parties”), arising out of or relating to this Agreement, the Debt any Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt Financing or any of the transactions transaction contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any Federal federal or state court in the Borough County of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof (and each Party party hereto irrevocably submits itself and its property with respect to any such Actions Action to the exclusive jurisdiction of such court); (b) agrees that any such Actions Action shall be governed by and construed in accordance with the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates affiliates 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 any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal or state court in the Borough County of Manhattan, New York, New York; (d) that it irrevocably waives, 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions Action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) Parties relating to or arising out of this Agreement, the Debt Financing, any commitment letter agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise; and (provided g) that (and each other party hereto agrees that) the Financing Parties are express third party beneficiaries of, notwithstanding and may enforce, the foregoingprovisions of this Section 10.14, nothing herein and which provisions shall affect the rights of the Parent against the Debt not be amended in a manner adverse to any Financing Sources Related Parties with respect to the Debt Financing or any of theParty without its prior written consent.
Appears in 1 contract
Sources: Equity Purchase Agreement (Caseys General Stores Inc)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company, Seller Parties on behalf of itself, its Subsidiaries and on behalf of any of their respective successors, heirs or representatives and each of their its controlled Affiliates Affiliates, including prior to the Closing the Company Entities (but not any of Buyer or any of Buyer’s Affiliates) hereby: (a) agrees that any Actions, whether in law or in equity, whether in contract or in tort or otherwise, involving legal proceeding brought against the Debt Financing Sources Source Related Parties, arising out of or relating to this AgreementAgreement or the Debt Financing, the Debt Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Debt Financing Commitment Letter 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 federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Actions proceedings to the exclusive jurisdiction of such court; (b) agrees that any such Actions proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any Debt Financing Document related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws governing laws of this Agreement)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another statejurisdiction), except as otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support support, or permit (to the extent in its control) any of its respective successors, heirs or representatives, any Company Entity or any of their respective controlled Affiliates 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, legal proceeding against any Debt Financing Sources Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or Debt Commitment Letter, thereby or the performance of any services thereunder in any forum other than in of any Federal federal or state court in the Borough of Manhattan, New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action legal proceedings in any such court; (e) knowingly, intentionally and voluntarily waives waives, to the fullest extent permitted by applicable law law, trial by jury in any Actions proceedings brought against the Debt Financing Sources Source Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Source Related Parties will have any liability to the Company or any Subsidiaries Seller Party on behalf of the Company or itself, and any of their respective successors, heirs or representatives and each of its controlled Affiliates (but not any of Buyer or Representatives (any of Buyer’s Affiliates or, after Closing, the Company Entities), and hereby waives any rights or claims against any Debt Financing Source Related Party, in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, any commitment letter relating thereto of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided otherwise; provided, that, notwithstanding the foregoing, nothing herein shall affect the rights and/or claims of Buyer or any of the Parent Buyer’s Affiliates or, following the Closing, the Company Entities, against the Debt Financing Sources Source Related Parties with respect to the Debt Financing, any Debt Financing Document, the Debt Commitment Letter, or any of thethe transactions contemplated hereby or thereby or the performance of any services thereunder; agrees that the Buyer may collaterally assign its rights and obligations hereunder (while remaining liable for all of their obligations hereunder) to the Debt Financing Sources pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing; and agrees that the Debt Financing Source Related Parties are express third party beneficiaries of, and may enforce any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.18 and the definitions of “Debt Financing Sources” and “Debt Financing Source Related Parties” (and any other provision of this Agreement to the extent an amendment of such provision would modify the substance of such Sections and/or provisions), in each case shall not be amended in any way material and adverse to the Debt Financing Sources party to the Debt Commitment Letter without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter to the extent expressly required pursuant to the terms of the Debt Commitment Letter.
Appears in 1 contract
Sources: Purchase Agreement (BrightSpring Health Services, Inc.)