Common use of Assignment; Binding Effect; Severability Clause in Contracts

Assignment; Binding Effect; Severability. (a) This Agreement may not be assigned by any Party hereto without the other Party’s written consent; provided, however, that, following the Closing, Buyer may assign its rights and obligations hereunder to one or more of its Affiliates or a purchaser or acquirer of all or substantially all of the business or assets of Buyer, whether by merger, reorganization, consolidation, amalgamation, sale of stock or assets, but any such assignment will not relieve Buyer of any of its obligations hereunder. This Agreement will be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each Party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions will remain in full force and effect unless the deletion of such provision will cause this Agreement to become materially adverse to either Party, in which event the Parties shall use commercially reasonable efforts to arrive at an accommodation that best preserves for the Parties the benefits and obligations of the offending provision. (b) Upon a Change of Control of Buyer or its successors and assigns or upon the sale of all or substantially all of any subsidiary, division, business unit or product line relating to the subject matter of this Agreement, whether by merger, sale of assets, sale of stock, or otherwise, the acquirer in any such transaction shall expressly assume the obligations of the Buyer under this Agreement. (c) If, at the time of enforcement of the covenants contained in Article 5 (the “Restrictive Covenants”), a court holds that the duration, scope or area restrictions stated therein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by Law. Seller hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of Seller’s Business and the substantial investment in Seller made by Buyer hereunder. Seller further acknowledges and agrees that the Restrictive Covenants are being entered into by it in connection with the sale by Seller of the Purchased Assets and the goodwill of the Business pursuant to this Agreement.

Assignment; Binding Effect; Severability. (a) This Agreement may not be assigned by any Party hereto without the other Party’s written consent; provided, however, that, following the Closing, provided that Buyer may transfer or assign its rights and obligations hereunder in whole or in part to one or more of Buyer Designee its Affiliates right to purchase all or a purchaser or acquirer of all or substantially all portion of the business or assets of Buyer, whether by merger, reorganization, consolidation, amalgamation, sale of stock or assetsPurchased Assets, but any no such transfer or assignment will not relieve Buyer of any of its obligations hereunder. This Agreement will shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each Party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions will shall remain in full force and effect unless the deletion of such provision will shall cause this Agreement to become materially adverse to either Party, in which event the Parties shall use commercially reasonable commercial efforts to arrive at an accommodation that best preserves for the Parties the benefits and obligations of the offending provision. (b) Upon a Change . Governing Law . THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Consent to Jurisdiction . Each of Control of Buyer or its successors the Parties hereto irrevocably consents to the exclusive jurisdiction and assigns or upon the sale of all or substantially all venue of any subsidiarystate and appellate court within the State of New York (or, divisionif any such court declines to accept jurisdiction over a particular matter, business unit any federal court within the State of New York) in connection with any matter based upon or product line arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of New York for such persons and irrevocably waives, to the fullest extent permitted by applicable Law, and covenants not to assert or plead any objection it may -71- Broadcom and Cypress Semiconductor Confidential now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Without limiting the foregoing, each of the Parties hereto agrees that it will not bring or support any suit, action, proceeding, cross-claim or third party claim of any kind of description, whether in law or in equity, whether in contract or in tort or otherwise, against Debt Financing Sources in any way relating to the subject matter of this Agreement, whether by mergerthe Financing or any of the transactions contemplated hereby or thereby, sale including any dispute arising out of assets, sale of stock, or otherwise, the acquirer relating in any such transaction shall expressly assume way to the obligations Commitment Letter or any other letter or agreement related to the Financing or the performance thereof, in any forum other than any State or Federal court sitting in the Borough of Manhattan in the Buyer under this AgreementCity of New York. (c) If, at the time of enforcement of the covenants contained in Article 5 (the “Restrictive Covenants”), a court holds that the duration, scope or area restrictions stated therein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by Law. Seller hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of Seller’s Business and the substantial investment in Seller made by Buyer hereunder. Seller further acknowledges and agrees that the Restrictive Covenants are being entered into by it in connection with the sale by Seller of the Purchased Assets and the goodwill of the Business pursuant to this Agreement.

Assignment; Binding Effect; Severability. (a) This Agreement may not be assigned by any Party hereto without the other Party’s written consent; provided, however, that, following the Closing, Buyer may assign its rights and obligations hereunder to one or more of its Affiliates or a purchaser or acquirer of all or substantially all of the business or assets of Buyer, whether by merger, reorganization, consolidation, amalgamation, sale of stock or assets, but any such assignment will not relieve Buyer of and any of its obligations hereunder. This Agreement will be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each Party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions will remain in full force and effect unless the deletion of such provision will cause this Agreement to become materially adverse to either Party, in which event the Parties shall use commercially reasonable efforts to arrive at an accommodation that best preserves for the Parties the benefits and obligations of the offending provision. (b) Upon a Change of Control of the Buyer or its successors and assigns or upon the sale of all or substantially all of any subsidiary, division, business unit or product line relating to the subject matter of this Agreement, whether by merger, sale of assets, sale of stock, or otherwise, the acquirer in any such transaction shall expressly assume the obligations of the Buyer or any of its Subsidiaries, as applicable, under this Agreement. (c) If, at the time of enforcement of the covenants contained in Article 5 (the “Restrictive Covenants”), a court holds that the duration, scope or area restrictions stated therein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by Law. Seller hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of Seller’s Business and the substantial investment in Seller made by Buyer hereunder. Seller further acknowledges and agrees that the Restrictive Covenants are being entered into by it in connection with the sale by Seller of the Purchased Assets and the goodwill of the Business pursuant to this Agreement.

Assignment; Binding Effect; Severability. (a) This Agreement may not be assigned by any Party hereto without the other Party’s written consent; provided, howeverthat (i) Buyer may transfer or assign in whole or in part to one or more Buyer Designee its right to purchase all or a portion of the Purchased Assets, thatbut no such transfer or assignment will relieve Buyer of its obligations hereunder, (ii) following the Closing, Buyer may assign this Agreement and its rights and obligations hereunder to one any Affiliate of Buyer (so long as Buyer remains liable for all obligations of Buyer arising hereunder), (iii) following the Closing, Seller may assign this Agreement and its rights and obligations hereunder to any Affiliate of Seller (so long as Seller remains liable for all obligations of Seller arising hereunder) and (iv) following the Closing, either party may assign this Agreement and its rights and obligations hereunder to any successor-in-interest to such party or more of its Affiliates or a purchaser or acquirer of all or substantially all of such party’s business (including for the business or assets of Buyer, whether after the Closing, the µWave Business) by way of merger, reorganizationacquisition, consolidation, amalgamation, sale of stock consolidation or assets, but any such assignment will not relieve Buyer of any of its obligations hereundersimilar transaction. This Agreement will shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each Party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions will shall remain in full force and effect unless the deletion of such provision will shall cause this Agreement to become materially adverse to either Party, in which event the Parties shall use commercially reasonable commercial efforts to arrive at an accommodation that best preserves for the Parties the benefits and obligations of the offending provision. (b) Upon a Change of Control of Buyer or its successors and assigns or upon the sale of all or substantially all of any subsidiary, division, business unit or product line relating to the subject matter of this Agreement, whether by merger, sale of assets, sale of stock, or otherwise, the acquirer in any such transaction shall expressly assume the obligations of the Buyer under this Agreement. (c) If, at the time of enforcement of the covenants contained in Article 5 (the “Restrictive Covenants”), a court holds that the duration, scope or area restrictions stated therein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by Law. Seller hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of Seller’s Business and the substantial investment in Seller made by Buyer hereunder. Seller further acknowledges and agrees that the Restrictive Covenants are being entered into by it in connection with the sale by Seller of the Purchased Assets and the goodwill of the Business pursuant to this Agreement.

Assignment; Binding Effect; Severability. (a) This Agreement may not be assigned by any Party hereto without the other Party’s written consent; provided, however, that, following the Closing, provided that Buyer may transfer or assign its rights and obligations hereunder in whole or in part to one or more of Buyer Designee its Affiliates right to purchase all or a purchaser or acquirer of all or substantially all portion of the business or assets of Buyer, whether by merger, reorganization, consolidation, amalgamation, sale of stock or assetsPurchased Assets, but any no such transfer or assignment will not relieve Buyer of any of its obligations hereunder. This Agreement will shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each Party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions will shall remain in full force and effect unless the deletion of such provision will shall cause this Agreement to become materially adverse to either Party, in which event the Parties shall use commercially reasonable commercial efforts to arrive at an accommodation that best preserves for the Parties the benefits and obligations of the offending provision. (b) Upon a Change . Governing Law . THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Consent to Jurisdiction . Each of Control of Buyer or its successors the Parties hereto irrevocably consents to the exclusive jurisdiction and assigns or upon the sale of all or substantially all venue of any subsidiarystate and appellate court within the State of New York (or, divisionif any such court declines to accept jurisdiction over a particular matter, business unit any federal court within the State of New York) in connection with any matter based upon or product line arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of New York for such persons and irrevocably waives, to the fullest extent permitted by applicable Law, and covenants not to assert or plead any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Without limiting the foregoing, each of the Parties hereto agrees that it will not bring or support any suit, action, proceeding, cross-claim or third party claim of any kind of description, whether in law or in equity, whether in contract or in tort or otherwise, against Debt Financing Sources in any way relating to the subject matter of this Agreement, whether by mergerthe Financing or any of the transactions contemplated hereby or thereby, sale including any dispute arising out of assets, sale of stock, or otherwise, the acquirer relating in any such transaction shall expressly assume way to the obligations Commitment Letter or any other letter or agreement related to the Financing or the performance thereof, in any forum other than any State or Federal court sitting in the Borough of Manhattan in the Buyer under this AgreementCity of New York. (c) If, at the time of enforcement of the covenants contained in Article 5 (the “Restrictive Covenants”), a court holds that the duration, scope or area restrictions stated therein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by Law. Seller hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of Seller’s Business and the substantial investment in Seller made by Buyer hereunder. Seller further acknowledges and agrees that the Restrictive Covenants are being entered into by it in connection with the sale by Seller of the Purchased Assets and the goodwill of the Business pursuant to this Agreement.