Circuit City 2007 Annual Report Download - page 113

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10.11
Publicity and Disclosures . Except as may be required by Applicable law, no press releases or public disclosure,
either written or oral, of the transactions contemplated by this Agreement, shall be made by a Party without the prior knowledge and written
consent of the Buyer and the Seller, which consent shall not be unreasonably withheld.
10.12
Submission to Jurisdiction . Each of the Parties hereby agrees that any action or proceeding arising out of this
Agreement or the transactions contemplated hereby shall be brought in the federal or state courts sitting in the County of New York, in the City
of New York, New York, and each of the Parties hereby consents to submit itself to the personal jurisdiction of such courts in any such action or
proceeding, and hereby waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any
bond, surety or other security that might be required of any other party with respect thereto.
10.13
Service of Process . Any party hereto may make service on another party by sending or delivering a copy of the
process to the party to be served in the manner provided for the giving of notices in Section 10.5, provided , that this Section 10.13 shall not
affect the right of any party to serve legal process in any other manner permitted by law.
10.14
Waiver of Jury Trial
. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
10.15
Relationship of the Parties . Nothing in this Agreement shall be construed to place any of the Parties in an agency,
employment, franchise, joint venture, or partnership relationship. The Seller will not have the authority to obligate or bind a Buyer or Systemax
and neither Systemax nor any Buyer will have the authority to obligate or bind the Seller in any manner, and nothing herein contained shall, or is
intended to, give rise to any rights of any kind to any third parties; no Party will represent to the contrary, either expressly, implicitly or
otherwise.
10.16
Systemax Guarantee .
(a)
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Systemax hereby
guarantees to the Seller and its successors and assigns the prompt payment in full, and performance when due (whether at stated maturity, by
acceleration or otherwise) of all amounts due and owing from time to time, or performance required, by each of the Buyers for the benefit of the
Seller under the Operative Agreements, in each case strictly in accordance with the terms hereof and thereof (such obligations being herein
collectively called the “ Buyer Guaranteed Obligations ”). Systemax hereby further agrees that if a Buyer shall fail to pay in full, or perform
when due (whether at stated maturity, by acceleration or otherwise) any of the Buyer Guaranteed Obligations, Systemax will promptly pay or
perform the same, without any demand or notice of any kind whatsoever, and that in the case of any extension of time of payment or
performance or renewal of any of the Buyer Guaranteed Obligations, the same will be promptly paid in full or performed when due (whether at
extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This is a guarantee of payment and
performance and not merely of collection.
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