Seagate 2010 Annual Report Download - page 207

assignment of this Agreement by any party to any other party; (iv) any modification, alteration, amendment or addition of or to this Agreement;
or (v) any defense of the Purchaser, any Purchaser Designee or any other Person or any circumstance whatsoever (with or without notice to or
knowledge of the Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor or might otherwise constitute a
legal or equitable discharge of a surety or a guarantor or otherwise.
10.3
Primary Obligation; Waivers . The guarantee provided by the Guarantor to the Seller under this Section 10 is a primary
obligation of the Guarantor and the Guarantor hereby agrees that it is directly liable to the Seller for the Guaranteed Obligations and that a
separate action for enforcement of such obligations may be brought against the Guarantor, whether such action is brought against the Purchaser,
a Purchaser Designee or any other party or whether the Purchaser, a Purchaser Designee or any other party is joined in any such action. The
Guarantor hereby waives any right it may have by Law or otherwise to require the Seller to institute suit against the Purchaser or a Purchaser
Designee or to require the Seller to exhaust any rights and remedies which the Seller may have against the Purchaser or a Purchaser Designee.
SECTION 11
MISCELLANEOUS PROVISIONS
11.1
Enforcement of Agreement . Each of the parties hereto hereby fully acknowledges and unequivocally agrees that such party
would be irreparably damaged if any of the provisions of this Agreement are not performed by the other parties in accordance with their specific
terms and that any breach of this Agreement by the Seller, the Purchaser or the Guarantor, as the case may be, would not be adequately
compensated by monetary damages alone. Accordingly, to the fullest extent permitted by applicable Law, (i) in addition to any other right or
remedy to which the Seller, the Purchaser or the Guarantor may be entitled, at law or in equity, the Seller, the Purchaser or the Guarantor, as the
case may be, shall be entitled to enforce any provision of this Agreement by a decree of specific performance and temporary, preliminary and
permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement in any action instituted in a
court of competent jurisdiction, without the posting of any bond or other undertaking, and (ii) each party hereto hereby irrevocably waives, in
any action for specific performance, the defense of adequacy of a remedy at law. For the avoidance of doubt, in the case of a Closing Breach, to
the fullest extent permitted by applicable Law, the Seller shall be entitled to specifically enforce the provisions of this Agreement, including the
provisions relating to the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, and the
Seller may terminate this Agreement and seek monetary payments pursuant to Section 8 when such remedy of specific performance has been
denied by a court of competent jurisdiction.
11.2
Further Assurances
. Each party hereto shall execute and cause to be delivered to each other party hereto such instruments and
other documents, and shall take such other actions, as such other party may reasonably request (prior to, at or after the Closing) for the purpose
of carrying out or evidencing any of the transactions contemplated by this Agreement and the other Transaction Documents.
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