7. No recourse. For the avoidance of doubt, no portion of the financing amount may be used to challenge privileges and/or claims under the pre-delivery of the $20 million term loan facility or the validity and/or applicability of the transactions provided for in the Transaction Support Agreement or Escrow Agreement. 7. Fiduciary Duties. CONSIDERING that the parties acknowledge and agree that JAWS and the other jaws parties have not entered into the transactions provided for in the Business Combination Agreement and have agreed to enter into them without the shareholder having entered into this Agreement and agreed to be bound by the agreements, commitments and obligations contained in this Agreement. The Company received transaction support from all of its revolving lenders, with lenders representing more than 70% of the Company`s first lien term loans and lenders accounting for nearly 85% of the Company`s second lien term loans. Completion of transactions is subject to the satisfaction or waiver of certain conditions precedent, including the completion of all final documents and the achievement of certain participation thresholds, which may be modified by the Company and the approving lenders. 5.
Termination. This Agreement shall automatically terminate without notice or other action by any party and shall be void from the date of its effective date; and (b) termination of the business combination agreement in accordance with its terms. Upon termination of this Agreement, as provided in the preceding sentence immediately, neither party shall have any other obligations or liabilities arising out of or relating to this Agreement. For the avoidance of doubt, “fraud” does not include a claim for fair fraud, promissory note fraud, unfair transaction fraud or tort (including a claim for fraud or suspected fraud) based on negligence or recklessness. Note: We do not provide technical support for developing or debugging scripted download processes. 9. Entire Agreement. This Agreement, the Business Combination Agreement and the documents referred to herein and to this Agreement constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all prior written and oral agreements and obligations between the parties with respect to the subject matter of this Agreement, except as otherwise expressly provided in this Agreement. (b) The SupportIng Seller`s shareholder has the Company, Limited Liability Company or any other similar authority and authority necessary to perform and deliver this Agreement, to perform its agreements, understandings and obligations under this Agreement (including, for the avoidance of doubt, agreements, understandings and obligations under this Agreement that are based on the provisions of the Commercial Contract). Combination Agreement) and enter into the transactions contemplated hereunder. The performance and delivery of this Agreement has been duly approved by all necessary commercial measures (or other similar measures) on the part of the owner of the supporting seller. This Agreement has been duly signed and delivered by the Support Seller`s Shareholder and constitutes a valid, legal and binding agreement between the Support Seller`s Shareholder (provided that this Agreement is duly authorized, signed and delivered by JAWS) that is enforceable against the Support Seller`s Unitholder in accordance with its terms (subject to applicable bankruptcy laws, insolvency, reorganization, moratorium or other laws that generally concern the enforcement of creditors` rights and are subject to the general principles of equity […].