Common use of Financing Sources Clause in Contracts

Financing Sources. Subject to the last sentence of this Section 8.13, the parties hereby agree that (a) no Financing Source or Debt Financing Sources Related Party 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 matter to this Agreement, the Financing, the Financing Commitments or otherwise, 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 8.13 shall limit the liability of (x) the Debt Financing Sources from and 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 at their respective direction shall be permitted to bring any Action against any Financing Source in its capacity as a Financing Source in connection with or related in any matter to this Agreement, the Financing Commitments, the Fee Letters or otherwise, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach. This Section 8.13 shall, with respect to the 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 rights and obligations of Parent or Merger Sub (or their permitted assignees) under the Debt Commitment Letter or the Equity Commitment Letter, (ii) the rights of the Company under this Agreement, the Equity Commitment Letter or the Guarantees or (iii) the liability of Parent or Merger Sub (or their permitted assignees) under this Agreement.

Financing Sources. Subject 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 last sentence contrary herein, (i) the Financing Sources shall be third party beneficiaries of, and shall be entitled to enforce the provisions of this Section 8.1310.20 (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 parties Sellers shall have the right to retain all or any portion of the Deposit, then each Seller hereby agree 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) no “Financing Source or Debt Financing Sources Related Party shall Sources” means all agents, arrangers, lenders, bookrunners, letter of credit providers and other entities that have any liability hereunder (whether in contract or in tort, at law or in equityprovided, 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 have committed to this Agreement, the Financing, the Financing Commitments or otherwiseprovide, or based on, in respect of, or by reason 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 negotiationAffiliates, executionincluding the parties to any credit agreement, performance indenture or breach other financing or lending agreement, or any commitment or engagement letter (providedincluding any joinder thereto) or other agreements entered pursuant thereto or relating thereto, that nothing in this Section 8.13 shall limit together with their respective Affiliates and the liability 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 (xb) “Financing” means any debt or other financings entered into by the Debt Financing Sources from and after the effective time under the Debt Commitment Letter, the Fee Letters Purchaser or the definitive debt documents executed any of its Affiliates in connection with the Debt Financing under any financing arrangement provided consummation of the transactions contemplated by the Debt Financing Sources to Parentthis Agreement prior to, Merger Subon, or after the date hereof, including any borrowing of their respective Affiliatesloans and any related commitment letter, engagement letter, credit agreement, indenture, and any other related documentation governing such debt or (y) the Equity Financing Sources under the Equity Commitment Letter) and (b) only Parent and its Affiliates at their respective direction shall be permitted to bring other financing including any Action against any Financing Source in its capacity as a Financing Source in connection with credit facilities or related in any matter to this Agreement, the Financing Commitments, the Fee Letters or otherwise, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach. This Section 8.13 shall, with respect to the 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 rights and obligations of Parent or Merger Sub (or their permitted assignees) under the Debt Commitment Letter or the Equity Commitment Letter, (ii) the rights of the Company under this Agreement, the Equity Commitment Letter or the Guarantees or (iii) the liability of Parent or Merger Sub (or their permitted assignees) under this Agreementcapital markets debt financing.

Financing Sources. Subject Notwithstanding anything in Section 10.04 to the last sentence contrary, each of this Section 8.13, the parties hereby agree hereto agrees that (a) no Financing Source it will not bring or Debt Financing Sources Related Party shall have support any liability hereunder Action (whether in contract or in tortat law, at law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out ofin contract, in connection 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 related replaced, the “Debt Commitment Letter”, and each such lender from time to time a party thereto, a “Debt Financing Source”) in any matter way relating to this Agreement, the Financing, the Financing Commitments or otherwise, 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 8.13 shall limit the liability of (x) the Debt Financing Sources from and 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 Affiliatesthe Transactions, including any dispute arising out of or (y) the Equity Financing Sources under the Equity Commitment Letter) and (b) only Parent and its Affiliates at their respective direction shall be permitted to bring any Action against any Financing Source in its capacity as a Financing Source in connection with or related in any matter to this Agreement, the Financing Commitments, the Fee Letters or otherwise, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach. This Section 8.13 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary. Notwithstanding the foregoing, nothing in this Section 8.13 shall relating in any way limit or modify (i) the rights and obligations of Parent or Merger Sub (or their permitted assignees) under to the Debt Commitment Letter or the Equity Commitment Letterperformance thereof, in any forum other than the Commercial Court of Paris (ii) 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 Company under this Agreement, parties to the Equity 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 any Debt Financing Sources in their respective capacities as lenders or arrangers in connection with arranging or providing the Guarantees or Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto (iii1) agrees that the liability Debt Financing Sources are express third party beneficiaries of, and may enforce, any of Parent or Merger Sub (or their permitted assignees) under the provisions of this AgreementSection 10.16, and agrees that the provisions of this Section 10.16 and the definition of “Debt Financing Sources” shall not be amended in any manner adverse to the Debt Financing Sources without the prior written consent of the applicable Debt Financing Sources.