Seagate 2010 Annual Report Download - page 208

11.3
Fees and Expenses . Unless otherwise specified herein, each party to this Agreement shall bear and pay all fees, costs and
expenses (including legal fees and accounting fees, but excluding all stamp duties associated herewith which shall be paid by the Purchaser
and/or the Guarantor) that have been incurred or that are incurred by such party in connection with the transactions contemplated by this
Agreement and the other Transaction Documents.
11.4
Waiver; Amendment . Any agreement on the part of a party hereto to any extension or waiver of any provision hereof shall
be valid only if set forth in an instrument in writing signed on behalf of such party. A waiver by a party hereto of the performance of any
covenant, agreement, obligation, condition, representation or warranty shall not be construed as a waiver of any other covenant, agreement,
obligation, condition, representation or warranty. A waiver by any party of the performance of any act shall not constitute a waiver of the
performance of any other act or an identical act required to be performed at a later time. This Agreement may not be amended, modified or
supplemented except by written agreement of all of the parties hereto.
11.5
Entire Agreement .
(a)
This Agreement and the other Transaction Documents constitute the entire agreement among the parties to this
Agreement and the other Transaction Documents and supersede all other prior agreements, representations and understandings, both
written and oral, among or between any of the parties with respect to the subject matter hereof and thereof.
(b)
This Agreement shall take precedence over any Transfer Agreement. To the extent that any Transfer Agreement shall
be inconsistent with the terms and conditions of this Agreement, the parties shall undertake to amend such Transfer Agreement such
that it is consistent with the terms and conditions of this Agreement and, if during the period and to the extent such amendment has not
occurred, shall put each other in the same economic position among the parties as if such amendment had occurred.
11.6
Execution of Agreement; Counterparts; Electronic Signatures .
(a)
This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which
shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of the parties and
delivered to the other parties; it being understood that all parties need not sign the same counterparts.
(b)
The exchange of copies of this Agreement and of signature pages by facsimile transmission (whether directly from
one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in
“portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial
appearance of a document, or by combination of such means, shall constitute effective execution and delivery of this Agreement as to
the parties and may be used in lieu of the original Agreement for all purposes. Signatures
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of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.
11.7
Governing Law; Jurisdiction and Venue .
(a)
This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State
of Delaware (without giving effect to principles of conflicts of laws). The parties hereto hereby declare that it is their intention that this
Agreement shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in
interpreting its provisions in all cases where legal interpretation shall be required. Each of the parties hereto agrees that this Agreement
has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708.
(b)
All disputes, controversies or claims arising out of or in connection with this Agreement or the transactions
contemplated hereby shall be heard and determined exclusively by the Court of Chancery of the State of Delaware, or if that court lacks
jurisdiction, a state or federal court sitting in the State of Delaware. Each party to this Agreement expressly, irrevocably and
unconditionally:
(i)
consents and submits to the jurisdiction of the Court of Chancery of the State of Delaware, or if that court lacks
jurisdiction, a state or federal court sitting in the State of Delaware (and each appellate court located in the State of Delaware),
in connection with any legal proceeding relating to any disputes, controversies or claims arising out of or in connection with
this Agreement or the transactions contemplated hereby;
(ii)
agrees (1) to the extent such party is not otherwise subject to service of process in the State of Delaware, to
appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the
other party or parties hereto of the name and address of such agent, and (2) that service of any process, summons, notice or
document by registered or certified mail (with a proof of receipt validated by the United States Postal Service) addressed to
such party at the address set forth in Section 11.11 shall, to the fullest extent permitted by applicable Law, constitute effective
service of such process, summons, notice or document for purposes of any such legal proceeding, and that service made
pursuant to (ii) (1) or (2) above shall, to the fullest extent permitted by law, have the same legal force and effect as if served
upon such party personally within the State of Delaware;