Common use of Financing Sources Clause in Contracts

Financing Sources. Each of the Sellers hereby waives any rights or claims against the Financing Sources (as defined below) and hereby agrees that in no event shall any of the Financing Sources have any liability or obligation to any Seller, or the respective Affiliates of any Seller, and in no event shall any Seller (or the respective Affiliates of any Seller) seek or obtain any other damages of any kind against any Financing Source (including without limitation, direct, economic, consequential, special, indirect or punitive damages), in each case, relating to or arising out of this Agreement, any Financing (as defined below) or the transactions contemplated hereby or thereby. Further, notwithstanding anything to the contrary herein, (i) the Financing Sources shall be third party beneficiaries of, and shall be entitled to enforce the provisions of this Section 10.20 (including the following clause (iii)), (ii) this Section 10.20 shall survive the termination of this Agreement, and (iii) the provisions set forth in this Section 10.20 may not be amended, modified or altered in any manner that could be adverse to the interests of any Financing Source in any respect without the prior written consent of the Financing Sources. Further, if for any reason pursuant to Section 2.2 or otherwise, the Sellers shall have the right to retain all or any portion of the Deposit, then each Seller hereby acknowledges and agrees (for itself and its Affiliates) that such retention of such Deposit amount by the Sellers shall also satisfy in full any claims that any Sellers might assert against any Financing Source. In this Section 10.20: (a) “Financing Sources” means all agents, arrangers, lenders, bookrunners, letter of credit providers and other entities that have provided, or have committed to provide, or will after the date of this Agreement provide, or arrange or otherwise enter into agreements in connection with, any Financing, with the Purchaser and/or any of its Affiliates, including the parties to any credit agreement, indenture or other financing or lending agreement, or any commitment or engagement letter (including any joinder thereto) or other agreements entered pursuant thereto or relating thereto, together with their respective Affiliates and the current, former or future officers, directors, employees, partners, trustees, shareholders, equityholders, managers, members, limited partners, controlling persons, agents and representatives of each of them and their respective Affiliates, and the successors and assigns of the foregoing Persons; and (b) “Financing” means any debt or other financings entered into by the Purchaser or any of its Affiliates in connection with the consummation of the transactions contemplated by this Agreement prior to, on, or after the date hereof, including any borrowing of loans and any related commitment letter, engagement letter, credit agreement, indenture, and any other related documentation governing such debt or other financing including any credit facilities or capital markets debt financing.

Financing Sources. Each Subject to the last sentence of this Section 8.13, the Sellers parties hereby waives any rights agree that (a) no Financing Source or claims against the Debt Financing Sources (as defined below) and hereby agrees that in no event Related Party shall any of the Financing Sources have any liability hereunder (whether in contract or obligation to any Sellerin 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 matter to this Agreement, the respective Affiliates Financing, the Financing Commitments or otherwise, or based on, in respect of, or by reason of any Sellerthis Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.13 shall limit the liability of (x) the Debt Financing Sources from and in no event shall any Seller (after the effective time under the Debt Commitment Letter, the Fee Letters or the definitive debt documents executed in connection with the Debt Financing under any financing arrangement provided by the Debt Financing Sources to Parent, Merger Sub, or any of their respective Affiliates, or (y) the Equity Financing Sources under the Equity Commitment Letter) and (b) only Parent and its Affiliates of at their respective direction shall be permitted to bring any Seller) seek or obtain any other damages of any kind Action against any Financing Source (including without limitation, direct, economic, consequential, special, indirect in its capacity as a Financing Source in connection with or punitive damages), related in each case, relating any matter to or arising out of this Agreement, any the Financing (as defined below) Commitments, the Fee Letters or the transactions contemplated hereby otherwise, or therebybased on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach. FurtherThis Section 8.13 shall, notwithstanding anything with respect to the contrary matters referenced herein, supersede any provision of this Agreement to the contrary. Notwithstanding the foregoing, nothing in this Section 8.13 shall in any way limit or modify (i) the Financing Sources shall be third party beneficiaries of, rights and shall be entitled to enforce obligations of Parent or Merger Sub (or their permitted assignees) under the provisions of this Section 10.20 (including Debt Commitment Letter or the following clause (iii))Equity Commitment Letter, (ii) this Section 10.20 shall survive the termination rights of the Company under this Agreement, and the Equity Commitment Letter or the Guarantees or (iii) the provisions set forth in liability of Parent or Merger Sub (or their permitted assignees) under this Section 10.20 may not be amended, modified or altered in any manner that could be adverse to the interests of any Financing Source in any respect without the prior written consent of the Financing Sources. Further, if for any reason pursuant to Section 2.2 or otherwise, the Sellers shall have the right to retain all or any portion of the Deposit, then each Seller hereby acknowledges and agrees (for itself and its Affiliates) that such retention of such Deposit amount by the Sellers shall also satisfy in full any claims that any Sellers might assert against any Financing Source. In this Section 10.20: (a) “Financing Sources” means all agents, arrangers, lenders, bookrunners, letter of credit providers and other entities that have provided, or have committed to provide, or will after the date of this Agreement provide, or arrange or otherwise enter into agreements in connection with, any Financing, with the Purchaser and/or any of its Affiliates, including the parties to any credit agreement, indenture or other financing or lending agreement, or any commitment or engagement letter (including any joinder thereto) or other agreements entered pursuant thereto or relating thereto, together with their respective Affiliates and the current, former or future officers, directors, employees, partners, trustees, shareholders, equityholders, managers, members, limited partners, controlling persons, agents and representatives of each of them and their respective Affiliates, and the successors and assigns of the foregoing Persons; and (b) “Financing” means any debt or other financings entered into by the Purchaser or any of its Affiliates in connection with the consummation of the transactions contemplated by this Agreement prior to, on, or after the date hereof, including any borrowing of loans and any related commitment letter, engagement letter, credit agreement, indenture, and any other related documentation governing such debt or other financing including any credit facilities or capital markets debt financingAgreement.

Financing Sources. Each In the event that Purchaser elects to obtain Debt Financing, notwithstanding anything in this Agreement to the contrary, none of the Sellers or any of their Affiliates or Representatives, or each of their successors or permitted assigns, shall have, and Sellers hereby waives waive, any rights or claims against the Financing Sources (as defined below) and hereby agrees that in no event shall any each of the Financing Sources have any liability or obligation to any Seller, or the respective Affiliates of any Seller, and in no event shall any Seller (or the respective Affiliates of any Seller) seek or obtain any other damages of any kind against any Financing Source (including without limitation, direct, economic, consequential, special, indirect or punitive damages), in each case, relating to or arising out of connection with this Agreement, any Debt Commitment Letter, the Debt Financing (as defined below) or in respect of any other document or any of the transactions contemplated hereby or thereby. Furtherthereby in connection with the Debt Financing, notwithstanding anything whether at law or equity, in contract, in tort or otherwise, or in respect of any oral or written representations made or alleged to the contrary hereinbe made in connection herewith or therewith and each Seller (on behalf of itself, (iits Affiliates and any of its or their respective Related Persons) the Financing Sources shall be third party beneficiaries of, and shall be entitled agrees not to enforce the provisions of this Section 10.20 (including the following clause (iii)), (ii) this Section 10.20 shall survive the termination of this Agreement, and (iii) the provisions set forth in this Section 10.20 may not be amended, modified commence any Action or altered in any manner that could be adverse to the interests of Proceeding against any Financing Source in connection with this Agreement, any Debt Commitment Letter, the Debt Financing or in respect without of any other document or any of the prior written consent transactions contemplated hereby or thereby or theory of law or equity. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source shall have any liability to the Sellers (or any of their respective Related Persons) in connection with this Agreement, any Debt Commitment Letter, or the Debt Financing or in respect of any other document or any of the transactions contemplated hereby or thereby in connection with the Debt Financing. Without limiting the foregoing, the Financing Sources. Further, if for any reason pursuant to Section 2.2 or otherwise, the Sellers shall have the right to retain all or any portion of the Deposit, then each Seller hereby acknowledges and agrees (for itself and its Affiliates) that such retention of such Deposit amount by the Sellers shall also satisfy in full any claims that any Sellers might assert against any Financing Source. In this Section 10.20: (a) “Financing Sources” means all agents, arrangers, lenders, bookrunners, letter of credit providers and other entities that have provided, or have committed to provide, or will after the date of this Agreement provide, or arrange or otherwise enter into agreements in connection with, any Financing, with the Purchaser and/or any of its Affiliates, including the parties to any credit agreement, indenture or other financing or lending agreement, or any commitment or engagement letter (including any joinder thereto) or other agreements entered pursuant thereto or relating thereto, together with their respective Affiliates and the current, former or future officers, directors, employees, partners, trustees, shareholders, equityholders, managers, members, limited partners, controlling persons, agents and representatives of each of them and their respective Affiliates, and the successors and permitted assigns shall be beneficiaries of all limitations on remedies and damages in this Agreement that apply to Purchaser hereto and are express third party beneficiaries of this Section 11.20. Nothing in this Section 11.20, will limit the rights of Purchaser in respect of the foregoing Persons; and (b) “Financing” means Debt Financing under any debt or other financings entered into by the Purchaser or any of its Affiliates in connection with the consummation of the transactions contemplated by this Agreement prior to, on, or after the date hereof, including any borrowing of loans and any related commitment letter, engagement letter, credit agreement, indenture, and related fee letters or any other related definitive documentation governing such debt or other financing including any credit facilities or capital markets debt financingin respect of the foregoing.

Financing Sources. Each Notwithstanding anything in this Agreement to the contrary, Seller and any of its Affiliates or Representatives, and each of their successors or permitted assigns, (i) hereby agree that none of the Sellers hereby waives any rights or claims against the Debt Financing Sources (as defined below) and hereby agrees that in no event shall any of the Financing Sources have any liability or obligation to Seller and any Seller, of its Affiliates or the respective Affiliates of any SellerRepresentatives relating to, and in no event shall waive any Seller (rights or claims against each of the respective Affiliates of any Seller) seek or obtain any other damages of any kind against any Financing Source (including without limitation, direct, economic, consequential, special, indirect or punitive damages), in each case, Sources relating to or arising out of this Agreement, any Financing (as defined below) or the Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (ii) hereby agree not to bring or support any suit, action or proceeding against any Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise and (iii) hereby agree to cause any suit, action or proceeding asserted against any Financing Source by or on behalf of the Seller and any of its Affiliates or Representatives, and each of their successors or permitted assigns in connection with this Agreement, the Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated. Nothing in this Section 13.20 shall limit the rights of Purchaser in respect of the Debt Financing under any Commitment Letter, related Fee Letters or any definitive documentation in respect of the foregoing. In furtherance and not in limitation of the foregoing waivers and agreements, it is acknowledged and agreed that no Financing Source shall have any liability for any claims or damages to Seller and any of its Affiliates or Representatives, and each of their successors or permitted assigns in connection with this Agreement, the Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby. FurtherWithout limiting the foregoing, notwithstanding anything to the contrary herein, (i) the Financing Sources shall be beneficiaries of all limitations on remedies and damages in this Agreement that apply to Purchaser hereto and are express third party beneficiaries of, and shall be entitled to enforce the provisions of this Section 10.20 (including the following clause (iii)), (ii) this Section 10.20 shall survive the termination of this Agreement, and (iii) the provisions set forth in this Section 10.20 may not be amended, modified or altered in any manner that could be adverse to the interests of any Financing Source in any respect without the prior written consent of the Financing Sources13.20. Further, if for any reason pursuant to Section 2.2 or otherwise, the Sellers shall have the right to retain all or any portion of the Deposit, then each Seller hereby acknowledges and agrees (for itself and its Affiliates) that such retention of such Deposit amount by the Sellers shall also satisfy in full any claims that any Sellers might assert against any Financing Source. In this Section 10.20: (a) “Financing Sources” means all agents, arrangers, lenders, bookrunners, letter of credit providers and other entities that have provided, or have committed to provide, or will after the date of this Agreement provide, or arrange or otherwise enter into agreements in connection with, any Financing, with the Purchaser and/or any of its Affiliates, including the parties to any credit agreement, indenture or other financing or lending agreement, or any commitment or engagement letter (including any joinder thereto) or other agreements entered pursuant thereto or relating thereto, together with their respective Affiliates and the current, former or future officers, directors, employees, partners, trustees, shareholders, equityholders, managers, members, limited partners, controlling persons, agents and representatives of each of them and their respective Affiliates, and the successors and assigns of the foregoing Persons; and (b) “Financing” means any debt or other financings entered into by the Purchaser or any of its Affiliates in connection with the consummation of the transactions contemplated by this Agreement prior to, on, or after the date hereof, including any borrowing of loans and any related commitment letter, engagement letter, credit agreement, indenture, and any other related documentation governing such debt or other financing including any credit facilities or capital markets debt financing.[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Financing Sources. Each Notwithstanding anything in Section 10.04 to the contrary, each of the Sellers hereby waives parties hereto agrees that it will not bring or support any Action (whether at law, in equity, in contract, in tort or otherwise) against the lenders that have committed to provide the debt financing (the “Debt Financing”) to be incurred pursuant to that certain commitment letter (together with the related fee letter), dated April 4, 2019, between Purchaser Parent, Citibank, N.A., London Branch and the other parties thereto, as supplemented by that certain commitment letter joinder, dated April 5, 2019, between Purchaser Parent, BNP Paribas, Citibank, N.A., London Branch and the other parties thereto (together, and as amended, supplemented or replaced, the “Debt Commitment Letter”, and each such lender from time to time a party thereto, a “Debt Financing Source”) in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than the Commercial Court of Paris (Tribunal de Commerce de Paris). The provisions of this Section 10.16 shall be enforceable by each Debt Financing Source, its affiliates and their respective successors and permitted assigns. Subject to the rights of the parties to the Debt Commitment Letter under the terms thereof, neither Parent nor any of its Affiliates (other than, for the avoidance of doubt, Purchaser Parent and its Affiliates) shall have any rights or claims against the any Debt Financing Sources in their respective capacities as lenders or arrangers in connection with arranging or providing the Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto (as defined below1) and hereby agrees that in no event shall any of the Debt Financing Sources have any liability or obligation to any Seller, or the respective Affiliates of any Seller, and in no event shall any Seller (or the respective Affiliates of any Seller) seek or obtain any other damages of any kind against any Financing Source (including without limitation, direct, economic, consequential, special, indirect or punitive damages), in each case, relating to or arising out of this Agreement, any Financing (as defined below) or the transactions contemplated hereby or thereby. Further, notwithstanding anything to the contrary herein, (i) the Financing Sources shall be are express third party beneficiaries of, and shall be entitled to enforce may enforce, any of the provisions of this Section 10.20 (including 10.16, and agrees that the following clause (iii)), (ii) provisions of this Section 10.20 10.16 and the definition of “Debt Financing Sources” shall survive the termination of this Agreement, and (iii) the provisions set forth in this Section 10.20 may not be amended, modified or altered amended in any manner that could be adverse to the interests of any Debt Financing Source in any respect Sources without the prior written consent of the applicable Debt Financing Sources. Further, if for any reason pursuant to Section 2.2 or otherwise, the Sellers shall have the right to retain all or any portion of the Deposit, then each Seller hereby acknowledges and agrees (for itself and its Affiliates) that such retention of such Deposit amount by the Sellers shall also satisfy in full any claims that any Sellers might assert against any Financing Source. In this Section 10.20: (a) “Financing Sources” means all agents, arrangers, lenders, bookrunners, letter of credit providers and other entities that have provided, or have committed to provide, or will after the date of this Agreement provide, or arrange or otherwise enter into agreements in connection with, any Financing, with the Purchaser and/or any of its Affiliates, including the parties to any credit agreement, indenture or other financing or lending agreement, or any commitment or engagement letter (including any joinder thereto) or other agreements entered pursuant thereto or relating thereto, together with their respective Affiliates and the current, former or future officers, directors, employees, partners, trustees, shareholders, equityholders, managers, members, limited partners, controlling persons, agents and representatives of each of them and their respective Affiliates, and the successors and assigns of the foregoing Persons; and (b) “Financing” means any debt or other financings entered into by the Purchaser or any of its Affiliates in connection with the consummation of the transactions contemplated by this Agreement prior to, on, or after the date hereof, including any borrowing of loans and any related commitment letter, engagement letter, credit agreement, indenture, and any other related documentation governing such debt or other financing including any credit facilities or capital markets debt financing.