Xerox Provisions Clause Samples
"Xerox" provisions refer to standardized or boilerplate clauses that are copied verbatim from one contract to another without significant modification. These provisions typically cover routine legal topics such as governing law, dispute resolution, or force majeure, and are included in many contracts for consistency and efficiency. By using Xerox provisions, parties save time and reduce negotiation over well-established terms, ensuring that common legal risks are addressed uniformly and minimizing the likelihood of oversight or ambiguity in contract drafting.
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Xerox Provisions. Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Parent or any of its Affiliates under or pursuant to the Commitment Letter or any other agreement entered into with respect to the Debt Financing or any other loan or debt financing arrangement entered into in connection with this Agreement), each Company Related Party:
(a) (i) waives any and all claims and causes of action against the Debt Financing Sources relating to or arising out of this Agreement, the Commitment Letter, any other loan or debt financing arrangement entered into in connection with this Agreement, or any contract entered into with respect to any of the foregoing, or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (ii) agrees that none of the Debt Financing Sources will have any liability to any party to this Agreement or any of its Affiliates relating to or arising out of this Agreement, the Commitment Letter, any other loan or debt financing arrangement entered into in connection with this Agreement, or any contract entered into with respect to any of the foregoing, or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, and no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature, and (iii) agrees not to seek to enforce commitments or other rights under the Commitment Letter, any other loan or debt financing arrangement entered into in connection with this Agreement, or any contract entered into with respect to any of the foregoing, against, or make any claims for breach of such commitments or such other rights against, or seek to recover monetary damages from, the Debt Financing Sources, or otherwise sue the Debt Financing Sources for any reason related to the Commitment Letter, any other loan or debt financing arrangement entered into in connection with this Agreement, or any contract entered into with respect to any of the foregoing, except, in each case (i) through (iii), in the case of the Parent and its Affiliates, pursuant to or in connection with the Debt Commitment Letter, any other loan or debt financing arrangement entered into in connection with this Agreement, and/or any contract entered into with respect to any of the foregoing;
(b) subject to clause (a) above,...
Xerox Provisions. Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the rights and claims of Buyer or any of its Affiliates under and pursuant to the Debt Engagement Letter, the Debt Financing Amendment or any other Contract entered into with respect to the Debt Financing), each Party:
(a) agrees that any proceeding involving a party to the Debt Engagement Letter and/or Debt Financing Amendment (together with their Affiliates and representatives, “Debt Financing Sources”) in any way arising out of or relating to this Agreement, any Contract entered into with respect the Debt Financing or the performance of any services thereunder, whether in Contract or in tort or otherwise, shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, the Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and any appellate court thereof and irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court;
(b) agrees that any such Legal Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state);
(c) agrees not to (i) bring, or support any Person in bringing, or permit any of its Affiliates to bring or support any person in bringing, any Legal Proceeding against, or seek to recover monetary damages from, any Debt Financing Source in any way arising out of or relating to this Agreement, any Contract entered into with respect the Debt Financing or the performance of any services thereunder in any forum other than the Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, nor (ii) seek to enforce the commitments or any other rights against or make any claims for breach of the commitments or such other rights contained in the Debt Engagement Letter or Debt Financing Amendment, if any, against, or seek to recover monetary damages from, or otherwise s▇▇, the Debt Financing Sources for any reason in connection therewith, including in connection with the Debt Financing or the obligations...
Xerox Provisions. (a) The debt financing sources under the Buyer Lender Consent (and their respective Affiliates and their and their respective Affiliates’ officers, directors, employees, shareholders, representatives and agents) (collectively, the “Debt Financing Sources”) shall not have any liability to the Seller or its affiliates under this Agreement, any transaction contemplated hereby or the Buyer Lender Consent (whether pursuant to contract, tort, strict liability or other legal theory), and Seller waives any rights and claims Seller my have against the Debt Financing Sources now or in the future, whether in law or in equity, under this Agreement, any transaction contemplated hereby or the Buyer Lender Consent. Seller acknowledges and agrees that it has not relied on the Buyer Lender Consent in entering into this Agreement or making other determinations hereunder and that this Section 13.14(a) constitutes a material inducement to the Debt Financing Sources providing the Buyer Lender Consent, which would not have been provided but for Seller’s agreements contained in this Section 13.14(a).
(b) EACH PARTY TO THIS AGREEMENT WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.”
(xviii) The AEPA is hereby amended by adding a new Schedule 10.02(i) that reads in its entirety as provided in Schedule 10.02(i) attached hereto.
Xerox Provisions. Notwithstanding anything in this Agreement to the contrary:
(a) Neither the Debt Financing Sources nor any of their respective former, current and future Affiliates and their and their respective former, current and future equityholders, partners, members, Affiliates, directors, officers, employees, representatives or agents and their respective successors and assigns, together with the heirs, executors, successors and assigns of any of the foregoing (collectively, together with the Debt Financing Sources, the “Debt Financing Source Parties”) will have any liability to the Company, its stockholders or any of their Affiliates or their respective partners, members, directors, officers, employees, representatives or agents and their respective successors and assigns (collectively, the “Seller Related Parties”) relating to or arising out of this Agreement, any of the transactions contemplated herein (including the Debt Financing) or the Debt Commitment Letter, whether at law or equity, in contract or in tort or otherwise, and none of the Seller Related Parties will have any rights or claims against any of the Debt Financing Source Parties under this Agreement, any of the transactions contemplated herein (including the Debt Financing) or the Debt Commitment Letter, whether at law or equity in contract or in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Debt Financing Sources are intended third party beneficiaries of, and shall be entitled to the protections of, this Section 9.16 and Section 6.03, Section 9.02 and Section 9.06 (and any provision or definition in this Agreement to the extent an amendment or waiver of such provision would modify the substance of any of the foregoing provisions) and the same shall be enforceable by each Debt Financing Source Party and its successors and assigns.
(b) Each of the Parties agrees (and the Company agrees on behalf of the Seller Related Parties): (i) that it will not bring or support any action, 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 Debt Financing Source Party in any way relating to this Agreement or any of the transactions contemplated by this Agreement (including the Debt Financing), 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 Supreme Court o...