SHALL BE IN ADDITION TO
(X) ANY CAUSE OF ACTION OR SIMILAR RIGHT OF THE INDEMNITEE AGAINST THE
INDEMNIFYING PARTY OR OTHERS, AND (Y) ANY LIABILITIES THE INDEMNIFYING PARTY MAY
BE SUBJECT TO PURSUANT TO APPLICABLE LAW.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.1
NOTICE.
ANY NOTICE PROVIDED FOR IN THIS AGREEMENT SHALL
BE IN WRITING AND SHALL BE EITHER PERSONALLY DELIVERED, OR MAILED FIRST CLASS
MAIL (POSTAGE PREPAID) WITH RETURN RECEIPT REQUESTED OR SENT BY REPUTABLE
OVERNIGHT COURIER SERVICE (CHARGES PREPAID).
NOTICES WILL BE DEEMED TO HAVE
BEEN GIVEN HEREUNDER WHEN DELIVERED PERSONALLY, THREE BUSINESS DAYS AFTER
DEPOSIT IN THE U.S. MAIL POSTAGE PREPAID WITH RETURN RECEIPT REQUESTED AND ONE
BUSINESS DAY AFTER DEPOSIT POSTAGE PREPAID WITH A REPUTABLE OVERNIGHT COURIER
SERVICE FOR DELIVERY ON THE NEXT BUSINESS DAY.
THE ADDRESSES AND FACSIMILE
NUMBERS FOR ANY SUCH NOTICES SHALL BE, UNLESS CHANGED BY THE APPLICABLE PARTY
VIA NOTICE TO THE OTHER PARTY IN ACCORDANCE HEREWITH:
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If to the Company:
Mindspeed Technologies, Inc.
4000 MacArthur Boulevard, East Tower
Newport Beach, CA 92660-3095
Telephone: (949) 579-3000
Facsimile: (949) 579-5289
Attention:
Chief Financial Officer
With a copy to (which shall not constitute notice):
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105-2482
Telephone: (415) 268-7000
Facsimile: (415) 268-7522
Attention:
Brandon C. Parris, Esq.
If to the Holder:
Telephone:
Facsimile:
Attention:
With a copy to (which shall not constitute notice):
Telephone:
Facsimile:
Attention:
SECTION 5.2
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED AMONG THE PARTIES HERETO IN
CONNECTION WITH THE NOTE EXCHANGE EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING
OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF, AND
SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS ORAL OR WRITTEN AGREEMENTS,
REPRESENTATIONS, WARRANTIES, CONTRACTS, CORRESPONDENCE, CONVERSATIONS, MEMORANDA
AND UNDERSTANDINGS BETWEEN OR AMONG THE PARTIES OR ANY OF THEIR AGENTS,
REPRESENTATIVES OR AFFILIATES RELATIVE TO SUCH SUBJECT MATTER, INCLUDING,
WITHOUT LIMITATION, ANY TERM SHEETS, EMAILS OR DRAFT DOCUMENTS EXCHANGED IN
CONNECTION WITH THE NEGOTIATION OF THE NOTE EXCHANGE OR OTHERWISE.
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SECTION 5.3
ASSIGNMENT; BINDING AGREEMENT.
THIS AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE PARTIES HERETO AND THEIR SUCCESSORS AND ASSIGNS. THE COMPANY SHALL NOT
ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF THE HOLDER.
SECTION 5.4
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
MULTIPLE COUNTERPARTS, AND ON SEPARATE COUNTERPARTS, EACH OF WHICH SHALL BE
DEEMED AN ORIGINAL, BUT ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT. ANY COUNTERPART OR OTHER SIGNATURE HEREUPON DELIVERED BY
FACSIMILE OR OTHER ELECTRONIC TRANSMISSION SHALL BE DEEMED FOR ALL PURPOSES AS
CONSTITUTING GOOD AND VALID EXECUTION AND DELIVERY OF THIS AGREEMENT BY SUCH
PARTY.
SECTION 5.5
REMEDIES CUMULATIVE.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, ALL RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT ARE
CUMULATIVE AND WITHOUT PREJUDICE TO ANY OTHER RIGHTS OR REMEDIES AVAILABLE AT
LAW.
SECTION 5.6
GOVERNING LAW.
ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY,