Seagate 2010 Annual Report Download - page 210

State of Delaware (and each appellate court located in the State of Delaware), any claim by any of the Seller, the Purchaser or
the Guarantor that it is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in
an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this
Agreement may not be enforced in or by such court.
11.8
WAIVER OF JURY TRIAL . EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
11.9
Assignment and Successors .
(a)
No party hereto may assign any of its rights or delegate any of its obligations under this Agreement without the prior
written consent of the other parties, except that the Seller may assign any of its rights and delegate any of its obligations under this
Agreement to any of its Affiliates and the Purchaser may assign the right to acquire certain of the Acquired Assets, or to assume certain
of the Assumed Liabilities or employment relationships with the Transferred Employees to the Purchaser Designees pursuant to
Section 5.4.
(b)
Irrespective of any assignment, assumption or execution of a Transaction Document by a Purchaser Designee, the
Purchaser and the Guarantor shall remain as the primary obligors under this Agreement and the other Transaction Documents, and shall
remain jointly and severally liable in addition to such Purchaser Designee for, and any such assignment, assumption or execution shall
not relieve the Purchaser or the Guarantor of, any liabilities or obligations of the Purchaser, the Guarantor and the Purchaser Designees
under or in connection with this Agreement and the other Transaction Documents. Any reference to the Purchaser in this Agreement
shall, to the extent applicable, also be deemed a reference to the applicable Purchaser Designee, except where in context of this
Agreement such use would not be appropriate. The fact that the Purchaser Designees are expressly referenced or not referenced in
certain provisions of the Agreement shall not limit the generality of the immediately preceding sentence with respect to other provisions
of this Agreement.
(c)
Subject to the foregoing Sections 11.9(a) and 11.9(b), this Agreement will apply to, be binding in all respects upon
and inure to the benefit of the successors and permitted assigns of the parties.
11.10 Parties in Interest
. None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other
than the parties hereto and their respective successors and assigns (if any).
11.11
Notices
. All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing
and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier
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