Seagate 2010 Annual Report Download - page 268

ARTICLE VI
MISCELLANEOUS
Section 6.1.
Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of
the State of Delaware, without giving effect to the principles of conflict of laws thereof.
Section 6.2.
Consent to Jurisdiction. Any suit, action or proceeding brought by any Party seeking to enforce any provision of, or
based on any matter arising out of or in connection with, this Agreement will be brought in a state or federal court located in the State of
Delaware and each of the Parties to this Agreement hereby consents and submits to the exclusive jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by
applicable law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such
court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any
such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.
Section 6.3.
Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their
respective successors and permitted assigns. This Agreement may not be assigned by either Party without the prior written consent of the other
Party; provided, however , that, without the consent of Company, Shareholder may assign this Agreement (and the rights and obligations
hereunder) to any of its Affilates, in connection with a transfer of Acquisition Shares to such Affiliate pursuant to Section 3.1(b)(i) ; provided,
however , that, notwithstanding such assignment, the assigning Shareholder shall continue to be bound by all of its obligations hereunder and the
applicable Affiliate shall execute a joinder agreement if required by Section 3.1(b) of this Agreement so as to be bound by the terms of this
Agreement. This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than Shareholder and
Company, and no Person shall assert any rights as third party beneficiary hereunder.
Section 6.4.
Entire Agreement. This Agreement (including Appendix A , which is incorporated herein and forms an integral part
hereof) and Company’s articles of association contain the entire understanding and agreement between the Parties with regard to Shareholder’s
rights in relation to the Acquisition Shares and supersedes all prior agreements and understandings among the Parties relating to the subject
matter hereof.
Section 6.5.
Amendment; Waiver.
(a)
This Agreement may be amended if, and only if, such amendment is in writing and signed by Company and
Shareholder. Any provision of this Agreement may be waived by the Party against whom the waiver is to be effective.
(b) No waiver by a Party of any misrepresentation of any representation or warranty, or any breach or failure to perform
or comply with any agreement, covenant or other obligation, of any other Party hereunder, whether intentional or not, shall be deemed to extend
to
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any prior or subsequent default, misrepresentation or breach of a warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent occurrence. No failure or delay by a Party hereto in exercising any right, power or privilege hereunder shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. Except as otherwise provided herein, the rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided under applicable law.
Section 6.6.
Notices. All notices and other communications pursuant to this Agreement shall be in writing and shall be deemed
given if delivered personally, telecopied, sent by nationally-recognized overnight courier or mailed by U.S. registered or certified mail (return
receipt requested), postage prepaid, to the Parties at the addresses set forth below or to such other address as the Party to whom notice is to be
given may have furnished to the other Party in writing in accordance herewith. Any such notice or communication shall be deemed to have been
delivered and received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of telecopy delivery, on the date sent if
confirmation of receipt is received and such notice is also promptly mailed by registered or certified mail (return receipt requested), (c) in the
case of a nationally-recognized overnight courier in circumstances under which such courier guarantees next Business Day delivery, on the next
Business Day after the date when sent and (d) in the case of mailing, on the fifth Business Day following that on which the piece of mail
containing such communication is posted to the address provided herein or to such other address as the Person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above. Any Party hereto may give any notice, request, demand, claim or
other communication hereunder using any other means (including ordinary mail or electronic mail), but no such notice, request, demand, claim
or other communication shall be deemed to have been duly given unless and until it actually is received by the individual for whom it is
intended. Notices to Parties pursuant to this Agreement shall be given:
If to Company:
Seagate Technology Public Limited Company
Arthur Cox Building
Earlsfort Centre, Earlsfort Terrace
Dublin 2
Facsimile:
+1
-
831
-
439
-
2547