Common use of Directors’ liability Clause in Contracts

Directors’ liability. The Purchaser shall procure that the resigning members of the board of directors of the Swiss Subsidiary be discharged from any liability as directors of the Swiss Subsidiary as soon as possible following the Closing and, in any event, at the next ordinary shareholders' meeting of the Swiss Subsidiary. The Purchaser shall not, and shall procure that none of its Affiliates (including, from the Closing Date, the Swiss Subsidiary) will, at any time, raise or make (including by way of set-off) any claim or take any legal action against any of the members of the board of directors resigning on or before the Closing on account of any act or omission by any of them during their term of office, under Swiss law including, without limitation, in accordance with article 752 Swiss Code of Obligations, except for willful breaches prior to the Closing of their fiduciary duties which damaged the Swiss Subsidiary. With the exception of the foregoing, any such (potential) claims (whether or not known at the date hereof) are hereby unconditionally and irrevocably waived by the Purchaser on its own behalf, and Purchaser will cause its Affiliates (including, as from the Closing Date, the Swiss Subsidiary) to unconditionally and irrevocably waive such claims.