CompUSA 2014 Annual Report Download - page 186

ARTICLE XI
MISCELLANEOUS
11.1 Further Assurance. Following the Closing, at a Party ’
s request and without further consideration, the other Party will execute
and deliver to the requesting Party such documents as the requesting Party may reasonably request in order to consummate more effectively the
transactions contemplated hereby.
11.2 Assignment.
The rights and obligations of a Party hereunder may not be assigned, transferred or encumbered (including by
operation of Law) without the prior written consent of the other Party.
11.3 Law Governing Agreement; Jurisdiction.
(a)
This Agreement, including any Dispute or other claims arising out of or relating to this Agreement, shall be
construed and interpreted according to the internal Laws of the State of Delaware, excluding any choice of Law rules that may direct the
application of the Laws of another jurisdiction.
(b)
The Parties hereby irrevocably consent that any legal action or proceeding arising out of, or in any manner relating
to this Agreement or any other agreement, document or instrument arising out of or executed in connection with this Agreement shall be brought
except as provided in Article X only in either (i) the Circuit Court or (ii) a United States District Court for the District of Delaware and in all
appellate courts associated therewith. Each Party by the execution and delivery of this Agreement expressly and irrevocably consents and
submits to the personal jurisdiction of any of such courts in any such action or proceeding. Each Party hereby expressly and irrevocably waives
any claim or defense in any action or proceeding based on any alleged lack of personal jurisdiction, improper venue, forum non conveniens, or
any similar basis. Each Party agrees to waive a trial by jury.
11.4 Amendment and Modification.
The Seller and the Buyer may amend, modify and supplement this Agreement, and any of the
terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed on behalf of all of the
Parties hereto or, in the case of a waiver, by the Party waiving compliance.
11.5 Notice.
All notices, requests, demands and other communications hereunder shall be given in writing and shall be: (a)
personally delivered; (b) sent by telecopier, facsimile transmission or other electronic means of transmitting written documents; or (c) sent to the
Parties at their respective addresses indicated herein by registered or certified U.S. mail, return receipt requested and postage prepaid, or by
private overnight mail courier service. The respective addresses to be used for all such notices, demands or requests are as follows:
(a) If to the Buyer, to:
Systemax Inc.
11 Harbor Park Drive
Port Washington, NY 11050
Attention: Lawrence Reinhold, Chief Financial Officer
Facsimile: [phone]
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