affiliates) obligations to consummate the Acquisition pursuant to the Acquisition Agreement (the Acquisition Agreement Representations) and (ii) the Specified Representations (as hereinafter defined) and (b) the terms of the Credit Documentation shall be in a form such that they do not impair the availability of the loans on the Closing Date if the Funding Conditions are satisfied. For purposes hereof, Specified Representations means the representations and warranties of the Borrower relating to corporate status of the Borrower and the Guarantors, corporate power and authority to enter into the Credit Documentation, due authorization, execution, delivery and enforceability of the Credit Documentation, no conflicts with or consents under charter documents of the Borrower and the Guarantors, solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the Transactions (solvency to be defined in a manner consistent with Annex I to Exhibit B), no conflicts with or consents under the applicable credit agreements and indentures governing indebtedness for borrowed money in a principal or committed amount greater than $100,000,000 (as determined after giving pro forma effect to the Transactions to occur on the Closing Date and without such representation being subject to any material adverse effect or similar qualification), Federal Reserve margin regulations, the use of the proceeds of the Bridge Facility not violating laws against sanctioned persons, the Foreign Corrupt Practices Act or the Patriot Act and compliance with the Investment Company Act. This paragraph, and the provisions herein, shall be referred to as the Limited Conditionality Provision.
7. Limitation of Liability, Indemnity, Settlement
(a) Limitation of Liability.
You agree that (i) in no event shall any of the Commitment Party and its affiliates and its officers, directors, employees, advisors, and agents (each, and including, without limitation, JPMorgan, an Arranger-Related Person) have any Liabilities, on any theory of liability, for any special, indirect, consequential or punitive damages incurred by you, your affiliates or your respective equity holders arising out of, in connection with, or as a result of, this Commitment Letter, the Fee Letter or any other agreement or instrument contemplated hereby; and (ii) no Arranger-Related Person shall have any Liabilities arising from, or be responsible for, the use by others of Information or other materials (including, without limitation, any personal data) obtained through electronic, telecommunications or other information transmission systems, including an Electronic Platform or otherwise via the internet other than for direct, actual damages resulting from the gross negligence or willful misconduct of such Arranger-Related Person as determined by a final, non-appealable judgment of a court of competent jurisdiction; provided that, nothing in this clause (a) shall relieve you of any obligation you may have to indemnify an Indemnified Person, as provided in clause (b) below, against any special, indirect, consequential or punitive damages asserted against such Indemnified Person by a third party. You agree, to the extent permitted by applicable law, to not assert any claims against any Arranger-Related Person with respect to any of the foregoing. As used herein, the term Liabilities shall mean any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.
You agree (A) to (i) indemnify and hold harmless each of the Commitment Party, and its affiliates and its officers, directors, employees, advisors, and agents (each, and including, without limitation, JPMorgan, an Indemnified Person) from and against any and all Liabilities and related expenses to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Bridge Facility, the use of the proceeds thereof, any