Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no Related Party (other than, in the case of Parent as a party to the Debt Commitment Papers, pursuant to the Debt Commitment Papers) shall have any rights or claims against any Financing Source, nor shall any Financing Source have any obligation or liability whatsoever to any Related Party (other than, in the case of Parent as to the Debt Commitment Papers, pursuant to the Debt Commitment Papers), relating to or arising out of or in connection with this Agreement, the Financing (including the Debt Commitment Papers) or the transactions contemplated hereby or thereby or in the performance of any services thereunder, whether at law or equity, in contract, in tort or otherwise, including in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Financing Source; provided that, following consummation of the Company Merger, the foregoing will not limit the rights of the parties to the Financing under any Debt Financing Document related thereto. In addition, in no event will any Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature. Each of the Parties hereto agrees that this provision shall be interpreted, and any action relating to this provision shall be governed by, the laws of the State of New York.
Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no Related Party (other than TLP Holdings) shall have any rights or claims against any Financing Source in connection with this Agreement, the Merger, the Debt Financing or the transactions contemplated hereby or thereby, and no Financing Source shall have any rights or claims against any Related Party (other than TLP Holdings) in connection with this Agreement, the Merger, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Merger, the foregoing will not limit the rights of the parties to the Debt Financing under any credit document related thereto. In addition, in no event will any Debt Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature.
Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no Partnership Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Merger, the Debt Financing, the Debt Commitment Letter, the Financing Agreements or the transactions contemplated hereby or thereby, and no Financing Source shall have any rights or claims against any Partnership Related Party in connection with this Agreement, the Merger, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise. The Partnership (on behalf of itself and its Affiliates and, to the fullest extent legally permissible, the other Partnership Related Parties), (a) hereby waives any claims or rights against any Debt Financing Source relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Financing Agreements and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (b) hereby agrees not to bring or support any Action against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Financing Agreements and the transactions contemplated hereby and thereby and (c) hereby agrees to cause any Action asserted by the Partnership or one of its Subsidiaries against any Debt Financing Source in connection with this Agreement, the Financing, the Debt Commitment Letter, the Financing Agreements and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated; provided that following consummation of the Merger, the foregoing will not limit the rights of the parties to the Debt Financing under any Financing Agreements related thereto. In addition, in no event will any Debt Financing Source or Affiliate of any Debt Financing Source, or any Representative of the foregoing be liable for any damages of any kind (including consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature) in connection with this Agreement, the Debt Commitment Letter, the Financing Agreements and the transactions contemplated hereby or thereby.
Exculpation of Financing Sources. (a) Notwithstanding anything to the contrary contained herein, the Seller shall have no rights or claims against any Financing Source in connection with this Agreement, the Financing or the transactions contemplated hereby or thereby whether at law or equity, in contract, in tort or otherwise; provided that, the foregoing will not limit the rights of the Purchaser in respect of the Financing under any commitment letter related thereto. Seller (i) agrees that it shall not have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from any Financing Source, (ii) waives any and all claims against each Financing Source and (iii) hereby agrees that in no event shall any Financing Source have any liability or obligation to the Seller relating to or arising out of this Agreement, the Financing, any commitment letter related thereto or the transactions contemplated hereby.
Exculpation of Financing Sources. Notwithstanding anything herein to the contrary, the parties hereby agree that (a) no Debt Financing Source shall have any liability hereunder (whether in contract or in tort, at Law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided that nothing in this Section 8.16 shall limit the liability or obligations of the Debt Financing Sources under the Debt Commitment Letter or the documents governing any Debt Financing provided by any such Person to Parent), (b) only Parent (including its permitted successors and assigns under the Debt Commitment Letter) and the other parties to the Debt Commitment Letter at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letter, (c) no amendment or waiver of this Section 8.16 shall be effective to the extent such amendment is adverse to the Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter. This Section 8.16 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.
Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no SRA Related Party (other than CSC and Computer Sciences GS) shall have any rights or claims against any Financing Source in connection with this Agreement, the Mergers, the Financing or the transactions contemplated hereby or thereby, and no Financing Source shall have any rights or claims against any SRA Related Party (other than CSC and Computer Sciences GS) in connection with this Agreement, the Mergers, the Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Mergers, the foregoing will not limit the rights of the parties to the Financing under any commitment letter related thereto. In addition, in no event will any Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortuous nature.
Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no party hereto or any Related Party shall have any rights or claims against any Financing Source in connection with this Agreement, the Mergers or the transactions contemplated hereby or thereby, and no Financing Source shall have any rights or claims against any Related Party in connection with this Agreement, the Mergers or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Mergers, the foregoing will not limit the rights of the parties to any financing under any commitment letter related thereto. In addition, in no event will any Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature.
Exculpation of Financing Sources. Notwithstanding any provision of this Agreement to the contrary, the Warrantors agree, and shall procure each of their respective Affiliates to agree, that none of the Financing Sources shall have any liability or obligation to any Warrantor or any of its Affiliates relating to this Agreement or any of the transactions contemplated herein (including the Debt Financing), including, without limitation, any special, consequential, punitive, exemplary or indirect damages. This Clause 30 is intended to benefit and may be enforced by the Financing Sources. [The remaining of the page is intentionally left blank.] SCHEDULE 1 DETAILS OF THE TARGET GROUP ENTITIES [Schedule 1 has been omitted. Schedule 1 includes Part 1 — Details of the Company, Part 2 — Details of the School Holding Companies, Part 3 — Details of the School Entities, Part 4 — Details of Oasis, Part 5A — Corporate Structure Chart of the Target Group Entities (as of the date of this Agreement), Part 5B — Corporate Structure Chart of the Target Group Entities (immediately before the Completion), Part 6 — Details of the School Licenses and Part 7 — Details of the School Properties. The company agrees to provide supplementally a copy of Schedule 1 to the Commission upon request.] SCHEDULE 2 CONDITIONS [Schedule 2 has been omitted. Schedule 2 includes Part 1 — Conditions to be satisfied by the Seller and Part 2 — Condition to be satisfied by the Purchaser. The company agrees to provide supplementally a copy of Schedule 2 to the Commission upon request.] SCHEDULE 3 COMPLETION ARRANGEMENTS [Schedule 3 has been omitted. Schedule 3 includes Part 1 — Seller’s Obligations at Completion and Part 2 — Purchaser’s Obligations at Completion. The company agrees to provide supplementally a copy of Schedule 3 to the Commission upon request.] SCHEDULE 4 BANK FACILITIES AND SECURITY INTERESTS [Schedule 4 has been omitted. Schedule 4 includes a list of bank facilities and a list of security interests. The company agrees to provide supplementally a copy of Schedule 4 to the Commission upon request.] SCHEDULE 5 RESTRUCTURING [Schedule 5 has been omitted. Schedule 5 includes steps and deliverables of the restructuring of Oasis, BIS Co. Ltd., TH Education and TH Investment. The company agrees to provide supplementally a copy of Schedule 5 to the Commission upon request.] SCHEDULE 6 FORM OF AUTHORISATIONS [Schedule 6 has been omitted. Schedule 6 includes a form of authorisations. The company agrees to provide supplementally a ...
Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no Seller Related Party (other than Purchaser) shall have any rights or claims against any Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no Financing Source shall have any rights or claims against any Seller Related Party (other than Purchaser) in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; excluding any claims arising out of any agreement or instrument to which a Seller Related Party and a Financing Source are parties.
Exculpation of Financing Sources. The Seller Related Parties shall not have any rights or claims against any Debt Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, notwithstanding the foregoing, nothing in this Section 10.16 shall in any way limit or modify the rights and obligations of Buyer under this Agreement or any Debt Financing Source’s obligations to Buyer under the Debt Commitment Letter. Section 10.17
