Common use of Debt Financing Sources Clause in Contracts

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement, except for claims by Constellation LLC against the Debt Financing Sources pursuant to the Debt Commitment Letter and any definitive documents related thereto, (A) none of the parties hereto nor any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, 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 Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (B) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any party hereto or any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby 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 Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. The Debt Financing Sources are intended third party beneficiaries of Sections 9.02, 9.03, 9.04, 9.08 and this Section 9.12. [Signatures appear on following page.]

Debt Financing Sources. Notwithstanding anything herein to the contrary contained in this Agreementcontrary, except for claims by Constellation LLC against the Debt Financing Sources pursuant to the Debt Commitment Letter and any definitive documents related thereto, (A) none of the parties hereto nor any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, 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 Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and hereby agree that (Ba) no Debt Financing Source or any of their respective former, current, and future Affiliates shall have any liability (whether in contractcontract or in tort, in tort law or otherwisein equity, or granted by statute) to any party hereto or any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any claims, causes of action, obligations or liabilities of losses arising under, out of, in connection with or related in any party hereto under manner to this Agreement or for any claim based on, in respect of, of or by reason ofof this Agreement or its negotiation, execution, performance or breach (provided that nothing in this Section 9.14 shall limit the liability or obligations of such Debt Financing Sources under any debt commitment letter, the transactions contemplated hereby and thereby fee letter related thereto, any credit agreement or any other documents governing or evidencing the debt facility, any credit facilities or other financing provided by any Debt Financing Source), (b) except as may be set forth in respect any debt commitment letter, the fee letter related thereto, any credit agreement or any other documents governing or evidencing the debt facility, any credit facilities or other financing provided by any Debt Financing Source, any action of any oral representations made kind or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, description (whether at law or law, in equity, in contract, in tort or otherwise. The ) involving any Debt Financing Source or any Affiliate thereof arising out of, in connection with, or relating to the Debt Financing, or the performance of services thereunder shall be subject to the exclusive jurisdiction of a state or federal court sitting in the City of New York (Borough of Manhattan), State of New York (and any appellate court thereof), (c) any interpretation of any agreements related to the Debt Financing will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (d) no party hereto will bring, permit any of their respective controlled Affiliates to bring, or support anyone else in bringing, any such action in any other court, (e) the waiver of rights to trial by jury set forth in Section 9.09 applies to any such legal proceeding, (f) only the Parent (including its permitted successors and assigns) and the other parties to any debt commitment letter, the fee letter related thereto, any credit agreement or any other agreements governing the Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source or Affiliate thereof for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of any such agreement, (g) no amendment or waiver of this Section 9.14 or Section 9.06 that is materially adverse to the Debt Financing Sources in their capacity as such shall be effective without the prior written consent of the lenders party to the agreements governing the Debt Financing to which such amendment is materially adverse, and (h) the Debt Financing Sources are express and intended third party beneficiaries of Sections 9.02, 9.03, 9.04, 9.08 and this Section 9.129.14 and Section 9.06. [Signatures appear on following page.]Signature Page Follows] 103

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement, except for claims by Constellation LLC against the Debt Financing Sources other than pursuant to the Debt Commitment Letter and any definitive documents related theretowith respect to Buyer, (Aa) none of the parties neither any party hereto nor any of their respective subsidiariesSubsidiaries, Affiliates, officers, directors, officers, employees, agentsadvisors, partnersattorneys, managers, members agents or stockholders representatives shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including (other than with respect to Buyer) any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated therebyDebt Financing, whether at law or equity, in contract, in tort or otherwise and the Seller (Bon behalf of itself and such Subsidiaries, Affiliates, officers, directors, employees, advisors, attorneys, agents and representatives) hereby waives any such rights or claims and (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any party hereto or any of their respective subsidiariesSubsidiaries, Affiliates, officers, directors, officers, employees, agentsadvisors, partnersattorneys, managers, members agents or stockholders representatives for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including (other than with respect to Buyer) any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated therebyDebt Financing, whether at law or equity, in contract, in tort or otherwise. The No Debt Financing Sources are intended third party beneficiaries Source shall be subject to any special, consequential, punitive or indirect damages or damages of Sections 9.02, 9.03, 9.04, 9.08 and this Section 9.12a tortious nature. [Signatures appear on following page.Signature page follows]

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement, except for claims by Constellation LLC each of the Parties hereto: (a) agrees that it will not bring or support any person, or permit any of its Affiliates to bring or support any person, in any action, suit, Proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at Law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources pursuant to the Debt Commitment Letter Sources, their Affiliates and any definitive documents related thereto, (A) none of the parties hereto nor any of their respective subsidiariesformer, Affiliates, current and future directors, officers, managers, members, stockholders, equity holders, partners, employees, agents, partnersrepresentatives, managers, members or stockholders shall have any rights or claims against any successors and permitted assigns (the “Debt Financing Source, Source Related Parties”) in any way relating to this Agreement Agreement, the Debt Commitment Letter or any of the transactions contemplated by this Agreement, or in respect of anyincluding, 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 Debt Commitment Letter Financing or the performance thereof or the financings contemplated thereby, whether at law or equitythereof, in contract, any forum other than the federal and New York State courts located in tort or otherwise and the Borough of Manhattan within the City of New York; (Bb) no Debt Financing Source or Debt Financing Source Related Parties shall have any liability (whether in contract, in tort or otherwise) to any party hereto or any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party the parties hereto under this Agreement or of the Target Group or for any claim (whether legal or equitable, arising under tort, contract or otherwise), based on, in respect of, or by reason of, this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby and thereby or by the commitments of such Debt Financing Party, the performance of services by such Debt Financing Parties with respect to the foregoing or in respect of any oral representations made or alleged to have been be made in connection herewith or therewith; (c) no Debt financing Source or Debt Financing Source Related Parties shall be subject to any special, including consequential, punitive or indirect damages or damages of a tortious nature; (d) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at Law, in equity, in contract, in tort or otherwise) against any dispute arising out of or relating the Debt Financing Source Related Parties in any way relating to the Debt Commitment Letter Financing or the performance thereof or the financings contemplated thereby, whether at law shall be exclusively governed by, and construed in accordance with, the internal Laws of the State of New York, without giving effect to principles or equityrules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction; (e) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER AT LAW OR IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT FINANCING. Notwithstanding anything to the contrary contained in contractthis Agreement, in tort or otherwise. The the Debt Financing Sources and the Debt Financing Source Related Parties are intended third third-party beneficiaries of, and shall be entitled to the protections of, this provision to the same extent as if such Debt Financing Source or such Debt Financing Source Related Parties, as applicable, were parties to this Agreement. This Section 10.21 may not be amended, modified or supplemented, or any of Sections 9.02its provisions waived, 9.03without the written consent of the Debt Financing Source Related Parties, 9.04, 9.08 and which consent may be granted or withheld in the sole discretion of the Debt Financing Source Related Parties. (The remainder of this Section 9.12. [Signatures appear on following pagepage is intentionally left blank.])

Debt Financing Sources. Notwithstanding anything herein to the contrary contained contrary, (i) Sections 11.2, 11.5, 11.11, 11.14(b), 11.16 and 11.19 may not be waived (or amended, modified or supplemented in this Agreement, except for claims by Constellation LLC against the same manner) in a manner adverse to the Debt Financing Sources pursuant to (excluding their Affiliates and Representatives) without the prior written consent of the Debt Commitment Letter and any definitive documents related theretoFinancing Sources, (Aii) none each Debt Financing Source shall be an express third party beneficiary of and shall be entitled to rely upon Sections 11.2, 11.5, 11.11, 11.14(b), 11.16 and 11.19 and may enforce such provisions, (iii) the parties hereto nor any Company (on behalf of itself and its Subsidiaries and its and their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall have officers and employees (in each case, in their respective capacities as such and prior to the Closing of the Merger) hereby waives any rights or claims against any Debt Financing SourceSource (in their capacity as such) in connection with this Agreement or the Debt Financing, whether at law or equity, in contract, in tort or otherwise, and in furtherance and not in limitation of the foregoing waiver, it is agreed that no Debt Financing Source (other than in their capacity as agent, lender, swingline lender, issuing bank, underwriter, purchaser or other similar role under the definitive documentation actually entered into in connection with the Debt Financing with respect to which capacity this Section 11.19 shall not apply upon the execution of such definitive documentation) shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Company or any of its Subsidiaries, officers, directors, managers and employees (in each case, with respect to such Subsidiaries, officers, directors, managers and employees prior to the Closing of the Merger) in connection with this Agreement or the Debt Financing or the transactions contemplated thereby, (iv) each party hereto agrees that it will not bring or support any Person, or permit any of its Affiliates to bring or support any Person, in any Action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any lender, arranger or other provider of Debt Financing and their respective Affiliates and Representatives or other Debt Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of anyincluding, or in respect of any oral representations made or alleged to have been made in connection herewith or therewithbut not limited to, including any dispute arising out of or relating in any way to the Debt Commitment Letter Financing or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York and (v) each party hereto agrees that, except as specifically set forth in in any agreement related to the Debt Financing to which a Debt Financing Source is a party, all claims or causes of action (whether at law or law, in equity, in contract, in tort or otherwise otherwise) against any lender, arranger or other provider of Debt Financing and (B) no their respective Affiliates and Representatives or other Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any party hereto or any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby 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 relating to the Debt Commitment Letter Financing or the performance thereof or the financings contemplated thereby, whether at law shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or equityrules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. Notwithstanding the foregoing, nothing set forth in contract, in tort or otherwise. The Debt Financing Sources are intended third party beneficiaries of Sections 9.02, 9.03, 9.04, 9.08 and this Section 9.12. [Signatures appear on following page11.19 limits the obligations of Buyer under this Agreement or the ability of the Company or the Holder Representative to enforce their respective rights under this Agreement against Buyer.]

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement, except for claims by Constellation LLC each of the Parties: (i) agrees that it will not bring or support any Person in any action, suit, Proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources pursuant to the (or such Debt Commitment Letter and any definitive documents related thereto, (A) none of the parties hereto nor any of their respective subsidiaries, Financing Source’s Affiliates, directorsequityholders, members, partners, officers, directors, employees, agents, partners, managers, members advisors and Representatives) (or stockholders shall have any rights of their respective successors or claims against any Debt Financing Source, assigns) in any way relating to any debt commitment letter to which Purchaser or any of its Affiliates is a party, this Agreement or any of the transactions contemplated by this Agreement, or in respect of anyincluding, or in respect of any oral representations made or alleged to have been made in connection herewith or therewithbut not limited to, including any dispute arising out of or relating in any way to the Debt Commitment Letter any documents related thereto or hereto or the performance thereof or hereof or the financings contemplated therebyby any such debt commitment letter, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York (which shall be the exclusive venue for any such action, suit, proceeding, cause of action, claim, cross-claim or third party action) and waives any object any of them may have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action, suit, Proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at in law or in equity in any such court; (ii) agrees that, all action, suit, Proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity against any of the Debt Financing Sources (or such Debt Financing Source’s Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and Representatives) (or any of their respective successors or assigns) in any way relating to any debt financing to be provided to the Purchaser or its Affiliates by the Debt Financing Sources or any of the agreements or documents relating to or entered into in connection with such debt financing or the performance of any services thereunder or the performance thereof, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to any debt financing provided by the Debt Financing Sources to the Company, Purchaser or its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, (A) none of the Agent, the Sellers, the Company and any of their respective employees, officers, directors, stockholders or Affiliates shall have any rights or claims against any Debt Financing Source (or such Debt Financing Source’s Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and Representatives) (or any of their respective successors or assigns) in respect of any dispute arising out of or relating in any way to this Agreement, the transactions contemplated by this Agreement, any financing agreement between the Debt Financing Sources and Purchaser or its Affiliates, or the performance thereof or hereof or the financings contemplated thereby or hereby, whether in law or in equity, in contract, contract or in tort or otherwise otherwise, and (B) no Debt Financing Source (or such Debt Financing Source’s Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and Representatives) (or any of their respective successors or assigns) shall have any liability (whether in contract, in tort or otherwise) to any party hereto of the Agent, the Sellers, the Company or any of their respective subsidiariesemployees, Affiliatesofficers, directors, officers, employees, agents, partners, managers, members stockholders or stockholders Affiliates for any obligations or liabilities of any party hereto under any debt financing provided or to be provided to the Company, Purchaser or its Affiliates by the Debt Financing Sources, any of the agreements or documents relating to or entered into in connection with such debt financing or the performance of any services thereunder or the performance thereof or the financings contemplated thereby, or this Agreement Agreement, or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby 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 such financing provided or to be provided by Debt Commitment Letter or the performance thereof or the financings contemplated therebyFinancing Sources, whether at law or equity, in contract, in tort or otherwise. The For the avoidance of doubt, nothing herein shall in any way limit or modify (a) the rights and obligations of Parent and Purchaser and the Debt Financing Sources under the commitment and other financing agreements among the Parent, Purchaser and Debt Financing Sources, or (b) at any time the Debt Financing Sources have become parties to this Agreement in accordance with Section 13.03 or have otherwise acquired or succeeded to the interests of Parent or Purchaser under this Agreement and as such are intended third party beneficiaries exercising their rights and remedies hereunder or with respect hereto against the Sellers, the rights of Sections 9.02the Sellers to pursue defenses against any claims asserted by the Debt Financing Sources, 9.03in their capacity as parties to this Agreement or as aforesaid, 9.04, 9.08 and this Section 9.12. [Signatures appear on following pageagainst the Sellers.]

Debt Financing Sources. Notwithstanding anything to the contrary contained herein, the Seller (in each case on behalf of itself and any of its Affiliates, including the Company Group and its and their directors, officers, employees, agents and representatives) hereby waives any rights or claims against any Debt Financing Source (in its capacity as such) in connection with this Agreement, except for claims by Constellation LLC against the Debt Financing Sources pursuant to the Debt Commitment Letter Letters, the Debt Financing, any transaction contemplated hereunder or thereunder or in respect of any other document whether under law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith and the Company Group and the Seller (in each case on behalf of itself and any definitive documents related thereto, (A) none of the parties hereto nor any of their respective subsidiaries, its Affiliates, directors, officers, employees, agents, partners, managers, members agents and representatives) agrees not to commence any action or stockholders shall have any rights or claims proceeding against any Debt Financing Source, Source (in any way relating to this Agreement or any of the transactions contemplated by its capacity as such) in connection with this Agreement, the Debt Commitment Letters (including any of their respective successors and assigns), the Debt Financing, any transaction contemplated hereunder or in respect of any, thereunder 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 Debt Commitment Letter or the performance thereof or the financings contemplated thereby, other document whether at under law or equity, in contract, in tort or otherwise and (B) no Debt Financing Source shall have any liability equity (whether in contracttort, in tort contract or otherwise) and agrees to cause any party hereto such action or proceeding asserted by such Seller (on behalf of itself and any of their respective subsidiaries, its Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under agents and representatives) in connection with this Agreement or for any claim based on, in respect of, or by reason ofAgreement, the transactions Debt Commitment Letters, the Debt Financing, any transaction contemplated hereby and thereby hereunder or thereunder or in respect of any oral representations made other document whether under law or alleged equity (whether in tort, contract, or otherwise) against any such Debt Financing Source to be dismissed or otherwise terminated; provided that the foregoing shall not be construed to preclude (x) the exercise of any rights that the Buyer or any of its Affiliates may have been made in connection herewith under the Debt Commitment Letters or therewith, including any dispute arising out of or relating in any way definitive documentation with respect to the Debt Commitment Letter Financing or (y) the performance thereof or exercise of any rights that the financings contemplated therebySeller, whether at law or equity, in contract, in tort or otherwise. The Debt Financing Sources are intended third party beneficiaries of Sections 9.02, 9.03, 9.04, 9.08 the Company Group and this Section 9.12their respective Affiliates may have with respect to the Buyer and its Affiliates hereunder. [Signatures appear on following page.Signature pages follow]

Debt Financing Sources. Notwithstanding anything Subject, in each case, to the contrary contained in this Agreement, except for rights and claims by Constellation LLC against the Debt Financing Sources pursuant to of Purchaser under the Debt Commitment Letter and any the definitive documents related theretoagreements with respect to the Debt Financing, (Ai) none each of the parties hereto nor any of Parties and their respective subsidiaries, Affiliatesaffiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against and this Agreement may not be enforced against any of the Debt Financing Source, Sources in any way relating to this Agreement Agreement, the Debt Commitment Letter or any of the transactions contemplated by this Agreement, Agreement or in respect of any, or in respect of any oral representations made or alleged to have been made in connection herewith or therewithby the Debt Commitment Letter, including any dispute arising out of or relating in any way to the performance of any financing commitments of such Debt Financing Sources with respect to the transactions contemplated hereby or by the Debt Commitment Letter or the performance thereof or the financings contemplated therebyLetter, whether at law or equity, in contractcontract or in tort, in tort or otherwise and (Bii) no Debt Financing Source Sources shall have any liability (whether at law or in contractequity, in tort contract or in tort, or otherwise) to any party of the parties hereto or any of their respective subsidiaries, Affiliatesaffiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or the Debt Commitment Letter or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewithby the Debt Commitment Letter, including any dispute arising out of or relating in any way to the performance of any financing commitments, including the Debt Financing. The Company, on behalf of itself and its affiliates, directors, officers, employees, agents, partners, managers, members or stockholders, hereby waives any and all claims and causes of action (whether in contract or in tort, in law or in equity) against the Debt Financing Sources that may be based upon, arise out of or relate to this Agreement, the Debt Commitment Letter or the performance thereof transactions contemplated hereby or thereby (including the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwiseDebt Financing). The Debt Financing Sources are intended third party beneficiaries of Sections 9.02, 9.03, 9.04, 9.08 and this Section 9.12. [Signatures appear on following page.]* * * * * * *