Common use of Covenants Not to Xxx Clause in Contracts

Covenants Not to Xxx. (a) Rambus, on behalf of itself and its Subsidiaries, hereby covenants not to assert any claims of infringement of the Rambus Patents against Samsung, its Subsidiaries, and its and their respective former or current directors, officers, employees, attorneys, distributors and customers solely arising from the use, importation, sale and offer for sale of Samsung Products up until the Effective Date to the extent that Samsung, its Subsidiaries, and such former or current directors, officers, employees, attorneys, distributors or customers would not have been liable for such use, importation, sale and offer for sale of Samsung Products had the License Agreement been in existence at the time of such infringing activity. (b) Samsung, on behalf of itself and its Subsidiaries, hereby covenants not to assert any claims of infringement of the Samsung Patents against Rambus, its Subsidiaries, and its and their respective former or current directors, officers, employees, attorneys, distributors and customers solely arising from the use, importation, sale or offer for sale of any Rambus product up until the Effective Date to the extent that Rambus, its Subsidiaries, and such former or current directors, officers, employees, attorneys, distributors or customers would not have been liable for such use, importation, sale and offer for sale of Rambus products had the License Agreement been in existence at the time of such infringing activity. (c) Rambus, on behalf of itself and its Subsidiaries, hereby covenants not to assert against Samsung, its Subsidiaries, and its and their respective former or current directors, officers, employees, and attorneys any action or other proceeding based upon any claims, counterclaims, defenses, demands, damages, debts, liabilities, accounts, actions and causes of action released by Rambus pursuant to clause (ii) of the last sentence of Section 4.1. (d) Samsung, on behalf of itself and its Subsidiaries, hereby covenants not to assert against Rambus, its Subsidiaries, and its and their respective former or current directors, officers, employees, and attorneys any action or other proceeding based upon any claims, counterclaims, defenses, demands, damages, debts, liabilities, accounts, actions and causes of action released by Samsung pursuant to clause (ii) of the last sentence of Section 4.2.

Covenants Not to Xxx. (a) RambusEffective upon the delivery of the Settlement Shares by the Company in accordance with the Settlement Instructions, the Lender agrees that it shall not file suit or initiate legal proceedings against any person for events occurring prior to the date of this Agreement for the collection of the Outstanding Facility Debt or any claim for relief arising under the Indebtedness Documents or the obligation evidenced thereby. 6. Company Release. Effective upon delivery of the Settlement Shares by the Company in accordance with the Settlement Instructions, the Company, on behalf of itself and its Subsidiariessuccessors and assigns, hereby forever waives, releases and discharges, and hereby covenants not to assert or prosecute, any and all claims of infringement of the Rambus Patents against Samsung(including, its Subsidiarieswithout limitation, and its and their respective former or current directors, officers, employees, attorneys, distributors and customers solely arising from the use, importation, sale and offer for sale of Samsung Products up until the Effective Date to the extent that Samsung, its Subsidiaries, and such former or current directors, officers, employees, attorneys, distributors or customers would not have been liable for such use, importation, sale and offer for sale of Samsung Products had the License Agreement been in existence at the time of such infringing activity. (b) Samsung, on behalf of itself and its Subsidiaries, hereby covenants not to assert any claims of infringement of the Samsung Patents against Rambus, its Subsidiaries, and its and their respective former or current directors, officers, employees, attorneys, distributors and customers solely arising from the use, importation, sale or offer for sale of any Rambus product up until the Effective Date to the extent that Rambus, its Subsidiaries, and such former or current directors, officers, employees, attorneys, distributors or customers would not have been liable for such use, importation, sale and offer for sale of Rambus products had the License Agreement been in existence at the time of such infringing activity. (c) Rambus, on behalf of itself and its Subsidiaries, hereby covenants not to assert against Samsung, its Subsidiaries, and its and their respective former or current directors, officers, employees, and attorneys any action or other proceeding based upon any cross-claims, counterclaims, defensesrights of setoff and recoupment), causes of action, demands, damagessuits, debtscosts, liabilitiesexpenses and damages arising out of actions taken under the Indebtedness Documents or any failure to act under the Indebtedness Documents that it now has or hereafter may have, accountsof whatsoever nature and kind, actions and causes of action released by Rambus pursuant to clause whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (ii) of the last sentence of Section 4.1. (d) Samsung, on behalf of itself and its Subsidiaries, hereby covenants not to assert against Rambus, its Subsidiaries“Company Released Claims”, and collectively with the Lender Released Claims, the “Released Claims”), against the Lender (in its capacity as a Lender or in any other capacity) and their respective former or current directorsany its subsidiaries and affiliates, and each its successors, assigns, officers, directors, employees, agents, attorneys and attorneys other representatives (collectively, the “Lender Releasees”, and collectively with the Company Releasees, the “Releasees”), based in whole or in part on facts, whether or not known, existing on or prior to the Effective Date. 7. Releases to be Construed Broadly; All Derivative Claims Released. The parties hereto intend and agree that the releases provided hereunder shall be construed to the broadest extent permitted by law and, to the extent permitted by law, that the scope of the releases shall be expanded for the benefit of the parties and the identified Releasees to the extent that, at any action time after the Effective Date, the law is clarified or changed to permit such a broader construction. To the extent this Agreement and the releases hereunder become effective, (a) neither the Lender nor any person claiming by, through, or under the Lender may pursue any Company Released Claims against the Company Releasees, and (b) neither the Company nor any person claiming by, through, or under the Company may pursue any released claims against the Lender Releasees. Among other things, no party, equity holder, or other proceeding based upon party in privity with Lender or the Company, respectively, may assert any claimsclaims against the Company Releasees or the Lender Releasees, counterclaims, defenses, demands, damages, debts, liabilities, accounts, actions and causes of action released by Samsung pursuant to clause as applicable: (iix) that might be characterized as “derivative” of the last sentence rights or claims of Section 4.2Lender or the Company, as applicable; or (y) that arise from or relate to the Indebtedness Documents.