Financing Source Liability. No Financing Source shall have any liability for any obligations or liabilities of the parties hereto or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company or any of its stockholders, partners, members, Affiliates, directors, officers, employees, controlling persons and other Representatives (each, a “Company Related Party”), and the Company agrees not to and to cause its Company Related Parties not to, (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (ii) seek to enforce any commitment against, make any claims for breach of any financing commitment against, or seek to recover monetary damages from, or otherwise ▇▇▇, the Financing Sources for any reason, including in connection with any Financing, any debt financing commitments, or the obligations of the Financing Sources thereunder.
Appears in 2 contracts
Sources: Merger Agreement (Neophotonics Corp), Merger Agreement (Lumentum Holdings Inc.)
Financing Source Liability. No Financing Source shall have any liability for any obligations or liabilities Liabilities of the parties hereto or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company or any of its stockholdersshareholders, partners, members, Affiliates, directors, officers, employees, controlling persons and other Representatives (each, a “Company Related Party”), and the Company agrees not to and to cause its Company Related Parties not to, (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (ii) seek to enforce any the commitment against, make any claims for breach of any financing commitment the Debt Financing Commitment against, or seek to recover monetary damages from, or otherwise ▇▇▇, the Financing Sources for any reason, including in connection with any Financing, any debt financing commitments, the Debt Financing Commitment or the obligations of the Financing Sources thereunder. Nothing in this Section 9.5 shall in any way limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letters to each other or in connection therewith.
Appears in 2 contracts
Sources: Merger Agreement (Lumentum Holdings Inc.), Merger Agreement (Oclaro, Inc.)
Financing Source Liability. No Financing Source shall have any liability for any obligations or liabilities of the parties hereto or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company or any of Company, its Subsidiaries and its Affiliates and its and their respective Affiliates’ stockholders, partners, members, Affiliatesofficers, directors, officers, employees, controlling persons persons, agents and other Representatives representatives (each, a “Company Related Party”), and the Company agrees not to and to cause its Company Related Parties not to, (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (ii) seek to enforce any the commitment against, make any claims for breach of any financing commitment the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise ▇▇▇, the Financing Sources for any reason, including in connection with any Financing, any debt financing commitments, the Debt Commitment Letter or the obligations of the Financing Sources thereunder. Nothing in this Section 11.8 shall in any way limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letter to each other or in connection therewith.
Appears in 1 contract
Sources: Merger Agreement (Maxlinear Inc)
Financing Source Liability. No Financing Source shall have any liability for any obligations or liabilities of the parties hereto or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company or any of Company, its Subsidiaries and its Affiliates and its and their respective Affiliates’ stockholders, partners, members, Affiliatesofficers, directors, officers, employees, controlling persons persons, agents and other Representatives representatives (each, a “Company Related Party”), and the Company agrees not to and to cause its Company Related Parties not to, (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (ii) seek to enforce any the commitment against, make any claims for breach of any financing commitment the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise ▇▇▇, the Financing Sources for any reason, including in connection with any Financing, any debt financing commitments, the Debt Commitment Letter or the obligations of the Financing Sources thereunder. Nothing in this Section 11.8☒ shall in any way limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letter to each other or in connection therewith.
Appears in 1 contract
Sources: Merger Agreement (Exar Corp)