Common use of Financing Source Liability Clause in Contracts

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 xxx, 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

Samples: Merger Agreement (Neophotonics Corp), Merger Agreement (Lumentum Holdings Inc.)

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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 xxx, 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

Samples: 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 xxx, 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

Samples: Merger Agreement (Exar Corp)

Financing Source Liability. No Debt Financing Source shall have any liability to the Company, any member of the Representatives of the Company or any of their respective Affiliates relating to or arising out of this Agreement, the Debt Commitment Letters, the Debt Financing or for any obligations or liabilities of the parties hereto Parties or for any claim (whether at law, or equity, 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 member of its stockholdersthe Representatives of the Company have any rights or claims against any of the Debt Financing Sources under this Agreement, partners, members, Affiliates, directors, officers, employees, controlling persons and other Representatives (each, a “Company Related Party”)the Debt Commitment Letters or the Debt Financing, and the Company agrees not to and to cause its the Representatives of the 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 Debt Financing Source or (ii) seek to enforce any the commitment against, make any claims for breach of any financing commitment the Debt Commitment Letters against, or seek to recover monetary damages from, or otherwise xxxsxx, the Debt Financing Sources Source for any reason, including in connection with any Financing, any debt financing commitments, the Debt Commitment Letters or the obligations of the Debt Financing Sources thereunder. Nothing in this Section 11.15 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 1 contract

Samples: Asset Purchase Agreement (Maxlinear Inc)

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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 xxx, 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

Samples: Merger Agreement (Maxlinear Inc)

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