Common use of Debt Financing Sources Clause in Contracts

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto, on behalf of itself and each of its controlled Affiliates, hereby (a) agrees that none of the Debt Financing Sources will have any liability to the Equityholders, the Company or their respective Affiliates or their or their Affiliates’ Representatives relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Fee Letters or the definitive agreements entered into in connection with the Debt Financing (the “Definitive Debt Financing Agreements”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and the Equityholders, the Company or their respective Affiliates or their or their Affiliates’ Representatives shall not bring or support any legal action (including any action, 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 any of the Debt Financing Sources relating to or in any way arising out of this Agreement, the Debt Financing, 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, and (b) agrees (i) that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 10.19, the fourth sentence of Section 9.02(b), Section 10.07(c), Section 10.03 and Section 10.05, (or the definitions of any terms used in this Section 10.19, the fourth sentence of Section 8.03(b), Section 10.07(c), Section 10.03 and Section 10.05), and (ii) to the extent any amendments to any provision of this Section 10.19, the fourth sentence of Section 9.02(b), Section 10.07(c), Section 10.03 and Section 10.05 (or any of the defined terms used herein or therein 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 this Section 10.19, the fourth sentence of Section 9.02(b), Section 10.07(c), Section 10.03 and Section 10.05) are adverse to any Debt Financing Source, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 10.19 shall in any way affect a party’s rights and remedies under the Debt Commitment Letter or the Definitive Debt Financing Agreements to the extent they are a party thereto.

Debt Financing Sources. Notwithstanding anything in this Agreement herein to the contrary, each (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 the same manner) in a manner adverse to the Debt Financing Sources (excluding their Affiliates and Representatives) without the prior written consent of the parties heretoDebt Financing Sources, (ii) 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 Company (on behalf of itself and its Subsidiaries and its and their respective directors, managers, officers and employees (in each of its controlled Affiliatescase, hereby (a) agrees that none in their respective capacities as such and prior to the Closing of the Merger) hereby waives any rights or claims against any Debt Financing Sources will have any liability to the Equityholders, the Company Source (in their capacity as such) in connection with this Agreement or their respective Affiliates or their or their Affiliates’ Representatives relating to or arising out of this Agreement, 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 Commitment LetterFinancing Source (other than in their capacity as agent, the Debt Fee Letters lender, swingline lender, issuing bank, underwriter, purchaser or other similar role under the definitive agreements documentation actually entered into in connection with the Debt Financing (with respect to which capacity this Section 11.19 shall not apply upon the “Definitive Debt Financing Agreements”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 hereby or thereby or the performance of any services thereunderthereby, and the Equityholders, the Company or their respective Affiliates or their or their Affiliates’ Representatives shall (iv) each party hereto agrees that it will not bring or support any legal action (including Person, or permit any actionof its Affiliates to bring or support any Person, in any Action, suit, proceeding, cause of action, claim, cross-claim or third third-party claim of any kind or description, whether at in law or in equity, whether in contract or in tort or otherwise), against any lender, arranger or other provider of the Debt Financing Sources relating to and their respective Affiliates and Representatives or other Debt Financing Source in any way arising out of relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements Agreement or any of the transactions contemplated hereby by this Agreement, including, but not limited to, any dispute arising out of or thereby relating in any way to the Debt 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 any services thereunder, Manhattan within the City of New York and (bv) each party hereto agrees (i) that that, except as specifically set forth in in any agreement related to the Debt Financing Sources are express third party beneficiaries ofto which a Debt Financing Source is a party, all claims or causes of action (whether at law, in equity, in contract, 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 the Debt Financing or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and may enforceconstrued in accordance with, any the internal laws of the provisions State of New York, without giving effect to principles or rules 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 this Section 10.19, 11.19 limits the fourth sentence obligations of Section 9.02(b), Section 10.07(c), Section 10.03 and Section 10.05, (Buyer under this Agreement or the definitions of any terms used in this Section 10.19, the fourth sentence of Section 8.03(b), Section 10.07(c), Section 10.03 and Section 10.05), and (ii) to the extent any amendments to any provision of this Section 10.19, the fourth sentence of Section 9.02(b), Section 10.07(c), Section 10.03 and Section 10.05 (or any ability of the defined terms used herein Company or therein or any other provision of the Holder Representative to enforce their respective rights under this Agreement to the extent a modification, waiver or termination of such defined term or provision would modify the substance of this Section 10.19, the fourth sentence of Section 9.02(b), Section 10.07(c), Section 10.03 and Section 10.05) are adverse to any Debt Financing Source, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 10.19 shall in any way affect a party’s rights and remedies under the Debt Commitment Letter or the Definitive Debt Financing Agreements to the extent they are a party theretoagainst Buyer.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties heretoparty hereto acknowledges and irrevocably agrees (i) that any legal action or proceeding, on behalf of itself and each of its controlled Affiliateswhether at law or in equity, hereby (a) agrees that none of the whether in contract or in tort or otherwise against any Debt Financing Sources will have any liability to the Equityholders, the Company or their respective Affiliates or their or their Affiliates’ Representatives relating to or Related Party arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Fee Letters or the definitive agreements entered into in connection with the Debt Financing (the “Definitive Debt Financing Agreements”) or any of the transactions contemplated hereby or thereby Agreement or the performance hereunder shall be subject to the exclusive jurisdiction of any services thereunderstate, provincial or federal court sitting in the Borough of Manhattan in the City and State of New York (whether a state or a federal Court), and the Equityholdersany appellate court from thereof, the Company or their respective Affiliates or their or their Affiliates’ Representatives shall not bring or support (ii) that any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or descriptionproceeding, whether at law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing Sources Related Party shall be governed by, and construed in accordance with, the laws of the State of New York, except as expressly set forth in the Debt Commitment Letter or definitive document relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements (iii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such legal action in any other court, (iv) that the transactions contemplated hereby or thereby or the performance provisions of Section 9.12(b) shall apply to any services thereundersuch legal action, and (b) agrees (iv) that the Debt Financing Sources Related Parties are express third party beneficiaries ofof this Section 9.14, (vi) the Debt Financing Source Related Parties shall not have any liability or obligations (whether based in contract, tort, fraud, strict liability or otherwise) to the Sellers or any of their Related Parties arising out of or relating to this Agreement or any Debt Financing, and may enforce(vii) in no event will the Sellers or any of their respective Affiliates be entitled to specific performance of any Debt Commitment Letter or any other commitment letter or similar agreement entered into by Buyer for any Debt Financing against the Debt Financing Source Related Parties. Notwithstanding anything else to the contrary herein, any none of the provisions in this Section 10.19, the fourth sentence of Section 9.02(b7.3(c), Section 10.07(c9.3, Section 9.9, Section 9.10(b), Section 10.03 9.12, Section 9.13(b) or this Section 9.14 and Section 10.05, (or the definitions of “Debt Financing”, “Debt Financing Sources” and “Debt Financing Sources Related Parties” may be amended, modified or supplemented in any terms used in this Section 10.19, the fourth sentence of Section 8.03(b), Section 10.07(c), Section 10.03 and Section 10.05), and (ii) to the extent any amendments to any provision of this Section 10.19, the fourth sentence of Section 9.02(b), Section 10.07(c), Section 10.03 and Section 10.05 (or any of the defined terms used herein or therein 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 this Section 10.19, the fourth sentence of Section 9.02(b), Section 10.07(c), Section 10.03 and Section 10.05) are manner materially adverse to any Debt Financing Source, such provisions shall not be amended Source Related Party without the prior written consent of the each related Debt Financing SourcesSource. Notwithstanding anything contained herein to For the contraryavoidance of doubt, nothing in this Section 10.19 9.14 shall in limit the rights of Buyer (or, after the Closing, any way affect a party’s rights and remedies under Transferred Company) against the Debt Commitment Letter Financing Source Related Parties under any debt commitment letter or the Definitive Debt Financing Agreements agreements, if any, pertaining to the extent they are a party theretoDebt Financing.