No Recourse; Waiver of Claims. (a) The obligations of Abbott under this Agreement may only be enforced against Abbott, any claims or causes of action for breach of this Agreement by Abbott may only be made against Abbott, and no other Person (including Seller or any of its Affiliates) shall have any Liability for any Liabilities of Abbott for or relating to any claim (whether in tort, contract or otherwise) for any breach or alleged breach of this Agreement by Abbott. The obligations of Seller under this Agreement may only be enforced against Seller, any claims or causes of action for breach of this Agreement by Seller may only be made against Seller, and no other Person (including Abbott or any of its Affiliates) shall have any Liability for any Liabilities of Seller for or relating to any claim (whether in tort, contract or otherwise) for any breach or alleged breach of this Agreement by Seller.
(b) Notwithstanding anything to the contrary contained herein, each of Seller and Abbott, in each case on behalf of its Subsidiaries, Affiliates, partners, managers, members, stockholders and Representatives, hereby irrevocably waives any rights or claims against any Financing Source in connection with this Agreement, the Commitment Letter, the Financing and the transactions contemplated thereby and each of Seller and Abbott, in each case on behalf of its Subsidiaries, Affiliates, partners, managers, members, stockholders and Representatives, agrees not to commence any Action against any Financing Source in connection with this Agreement, the Commitment Letter, the Financing or the transactions contemplated thereby and agrees to cause any such Action asserted by Seller, Abbott or any of their respective Subsidiaries, Affiliates, partners, managers, members, stockholders and Representatives, in connection with this Agreement, the Commitment Letter, the Financing or the transactions contemplated thereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source shall have any Liability for any claims or damages to Seller, Abbott or any of their respective Subsidiaries, Affiliates, partners, managers, members, stockholders and Representatives in connection with this Agreement, the Commitment Letter, the Financing or the transactions contemplated thereby.
No Recourse; Waiver of Claims. Notwithstanding anything to the contrary in this Agreement, the Member (on behalf of itself and each of its current or future direct or indirect equity holders, unitholders, managers, assignees, Affiliates and Representatives) hereby waives (i) any rights or claims against any Financing Source or any of their respective Affiliates and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or Representatives (collectively, the “Financing Source Related Parties”) in connection with this Agreement, the Financing or the Commitment Letters, whether at law or equity, in contract, in tort or otherwise, and (ii) any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating in any way to the Financing or the Commitment Letters, and the Member (on behalf of itself and each of its current or future direct or indirect equity holders, unitholders, managers, assignees, Affiliates and Representatives) agrees not to commence or support (and if commenced, agrees to dismiss or otherwise terminate) any dispute, suit, claim, litigation, investigation, proceeding or other action against any Financing Source Related Party in connection with this Agreement, the Financing or the Commitment Letters. In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source Related Party shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Member (or any of its current or future direct or indirect equity holders, unitholders, managers, assignees, Affiliates and Representatives) in connection with this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Financing or the Commitment Letters. Each party hereto agrees that, except as specifically set forth in the Commitment Letters, all claims or causes of action against any of the Financing Source Related Parties in any way relating to the Financing or the Commitment Letters, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. Notwithstanding the f...
No Recourse; Waiver of Claims. Notwithstanding anything herein to the contrary, the Selling Group and each of its Affiliates hereby waives any rights or claims against any Lender in connection with this Agreement, the Debt Financing or the Debt Commitment Letter, whether at law or equity, in contract, in tort or otherwise, and the Selling Group and each of its Affiliates agrees not to commence a proceeding against any Lender in connection with this Agreement or the transactions contemplated hereunder (including any proceeding relating to the Debt Financing or the Debt Commitment Letters). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Selling Group or any Affiliate of the Selling Group in connection with this Agreement, the Debt Financing or the Transactions. Nothing in this Section 12.17 shall in any way (a) expand the circumstances in which the Buyer may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing) or (b) limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letter or the definitive financing agreements to each other thereunder or in connection therewith. The Seller Group shall not cause or permit any of their Affiliates to take any action or position inconsistent with the provisions of this Section 12.17.
No Recourse; Waiver of Claims. Notwithstanding anything herein to the contrary, each of the Company and its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives hereby waives any rights or claims against any Financing Source Party in connection with this Agreement, the Debt Letters or the Financing, whether at law or equity, in contract, in tort or otherwise, and each of the Company and its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives agrees not to commence a Proceeding against any Financing Source Party in connection with this Agreement or the transactions contemplated hereunder (including any Proceeding relating to the Financing or the Debt Letters). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source Party shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Company or any of its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives in connection with this Agreement or the transactions contemplated hereunder. Nothing in this Section 11.13 shall in any way (a) expand the circumstances in which Parent may be liable under this Agreement or as a result of the transactions contemplated hereby (including as a result of the Financing) or (b) limit or qualify the obligations and liabilities of the parties to the Debt Letters to each other thereunder or in connection therewith.
No Recourse; Waiver of Claims. Notwithstanding anything to the contrary contained herein, Sellers hereby (a) irrevocably waive any rights or claims against any Debt Financing Source in connection with this Agreement and the Debt Financing or any of the Transactions, (b) irrevocably agrees not to commence any action or proceeding against any Debt Financing Source in connection with this Agreement or the Debt Financing or any of the Transactions and (c) irrevocably agrees to cause any such action or proceeding asserted by Sellers in connection with this Agreement or the Debt Financing or any of the Transactions to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Debt Financing Source shall have any liability for any claims or damages to Sellers in connection with this Agreement or the Debt Financing or the Transactions.
No Recourse; Waiver of Claims. Notwithstanding anything herein to the contrary, each Seller, on behalf of itself and its Affiliates, hereby waives any rights, or claims against any Lender in connection with this Agreement, the Commitment Letters, the Financing, whether at law or equity, in contract, in tort or otherwise, and Seller, on behalf of itself and its Affiliates, agrees not to commence a proceeding against any Financing Source in connection with this Agreement or the transactions contemplated hereunder (including any proceeding relating to the Debt Financing. In furtherance of the foregoing waiver, it is agreed that no Financing Source shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to Seller or its Affiliates in connection with this Agreement or the transactions contemplated hereunder.
No Recourse; Waiver of Claims. Notwithstanding anything herein to the contrary, the Company (on behalf of itself and each of its shareholders, partners, members, Affiliates, directors, officers, employees, agents and representatives) hereby waives any rights or claims against any Financing Source in connection with this Agreement, the Debt Financing or the Debt Commitment Letter, whether at law or equity, in contract, in tort or otherwise, and the Company (on behalf of itself and each of its shareholders, partners, members, Affiliates, directors, offices, employees, agents and representatives) agrees not to commence an Action against any Financing Source in connection with this Agreement or the transactions contemplated hereunder (including any Action relating to the Debt Financing or the Debt Commitment Letter). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Company (or any of its shareholders, partners, members, Affiliates, directors, officers, employees, agents and representatives) in connection with this Agreement or the transactions contemplated hereunder. Nothing in this Section 8S shall in any way (a) expand the circumstances in which Buyer may be liable under this Agreement or as a result of the transactions contemplated hereby (including as a result of the Debt Financing) or (b) limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letter to each other thereunder or in connection therewith.
No Recourse; Waiver of Claims. Notwithstanding anything to the contrary contained herein, the Company hereby irrevocably waives any rights or claims against any Debt Provider in connection with this Agreement, the Debt Commitment Letter and the Debt Financing or any of the transactions contemplated hereby and the Company agrees not to commence any action or proceeding against any Debt Provider in connection with this Agreement, the Debt Commitment Letter or the Debt Financing or any of the transactions contemplated hereby and agrees to cause any such action or proceeding asserted by the Company in connection with this Agreement, the Debt Commitment Letter or the Debt Financing or any of the transactions contemplated hereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Debt Provider shall have any liability for any claims or damages to the Company in connection with this Agreement, the Debt Commitment Letter or the Debt Financing or the transactions contemplated hereby. IN WITNESS WHEREOF, Parent, Acquisition Sub and the Company have caused this Agreement to be signed and delivered by their respective officers thereunto duly authorized as of the date first written above. ON SEMICONDUCTOR CORPORATION By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: EVP and CFO FALCON OPERATIONS SUB, INC. By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Treasurer XXXXXXXXX SEMICONDUCTOR INTERNATIONAL, INC. By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: CEO For the purposes of this Agreement, the term:
No Recourse; Waiver of Claims. Notwithstanding anything to the contrary contained herein, the Company hereby irrevocably waives any rights or claims against any Debt Provider in connection with this Agreement, the Debt Commitment Letter and the Debt Financing or any of the transactions contemplated hereby and the Company agrees not to commence any action or proceeding against any Debt Provider in connection with this Agreement, the Debt Commitment Letter or the Debt Financing or any of the transactions contemplated hereby and agrees to cause any such action or proceeding asserted by the Company in connection with this Agreement, the Debt Commitment Letter or the Debt Financing or any of the transactions contemplated hereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Debt Provider shall have any liability for any claims or damages to the Company in connection with this Agreement, the Debt Commitment Letter or the Debt Financing or the transactions contemplated hereby.
No Recourse; Waiver of Claims. Notwithstanding anything to the contrary contained herein, Seller hereby (a) irrevocably waives any rights or claims against any Debt Financing Source in connection with this Agreement, the Debt Commitment Letter and the Debt Financing or any of the transactions contemplated hereby, (b) irrevocably agrees not to commence any action or proceeding against any Debt Financing Source in connection with this Agreement, the Debt Commitment Letter or the Debt Financing or any of the transactions contemplated hereby and (c) irrevocably agrees to cause any such action or proceeding asserted by Seller in connection with this Agreement, the Debt Commitment Letter or the Debt Financing or any of the transactions contemplated hereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Debt Financing Source shall have any liability for any claims or damages to Seller in connection with this Agreement, the Debt Commitment Letter or the Debt Financing or the transactions contemplated hereby. Table of Contents
