Stamps.com 2009 Annual Report Download - page 85

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(c) Arm’s Length; No Non-Public Information
. The transactions contemplated by this Agreement have been
negotiated between Seller and Stamps.com entirely at arm’s length, without any pre-
existing written or oral obligation on the part of
either party with respect thereto. Stamps.com has not provided to Seller any material non-
public information concerning the
operations, financial condition or prospects of Stamps.com in connection with such transactions.
5. Representations And Warranties Of Seller And Stamps.com
. Seller and Stamps.com hereby represent and warrant to each
other that there has been no act or omission by either party which would give rise to any valid claim against either party hereto for a brokerage
commission, finder’
s fee, or other like payment in connection with the transactions contemplated hereby. In that regard, each such party
hereby indemnifies and holds the other party harmless from and with respect to any such claim.
6. General Provisions .
(a) Entire Agreement
. This Agreement (including the exhibits hereto and any written amendments hereof executed by the
parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties
hereto with respect to the subject matter hereof.
(b) Governing Law; Jurisdiction
. This Agreement shall be construed in accordance with the laws of the State of California
without giving effect to the choice of law rules of California or any other jurisdiction.
(c) Attorneys’ Fees
. In the event of any dispute, controversy, litigation or other proceedings concerning or related to this
Agreement, the prevailing party shall be entitled to reimbursement of all of its costs, including actual attorney and expert witnesses
fees and costs (including the reasonable value of the services of in-house counsel), and court or arbitration fees and costs.
(d) Counterparts
. This Agreement may be executed in any number of counterparts, each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
SELLER
By:
Name: Kevin Douglas
STAMPS.COM INC.
12959 Coral Tree Place
Los Angeles, CA 90066
By:
Name: Ken McBride
Title: Chief Executive Officer