Financing Entities. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, the Company Subsidiaries and each of its controlled Affiliates, hereby: (a) agrees that any legal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Parties, arising out of or relating to, this Agreement or the Financing, shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any letter agreement or definitive documentation related to the Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action brought against the Financing Parties in any way arising out of or relating to, this Agreement or the Financing, (d) agrees that none of the Financing Parties shall have any liability to the Company or any of the Company Subsidiaries or any of their respective controlled Affiliates or Representatives relating to or arising out of this Agreement or the Financing (subject to the last sentence of this Section 10.14), and (c) agrees that the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.14 and that this Section 10.14 may not be amended in a manner materially adverse to the Financing Parties without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 10.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Financing Party’s obligations to Parent under any letter agreement or definitive agreement relating to the Financing or, following the Acceptance Time, the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Financing or any of the transactions contemplated thereby or any services thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hostess Brands, Inc.)
Financing Entities. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, the Company Subsidiaries and each of its their controlled Affiliates, affiliates hereby: (a) agrees that any legal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing PartiesEntities, arising out of or relating to, this Agreement or the Financing, Debt Financing shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto Party irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable agreement or document relating to the Debt Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any letter agreement or definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law laws of the State of Delaware), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action brought against the Financing Parties Entities in any way arising out of or relating to, this Agreement or the Debt Financing, (d) agrees that none of the Financing Parties shall Entities will have any liability to the Company or any of Company, the Company Subsidiaries or any of their respective controlled Affiliates affiliates (in each case, other than Parent or Representatives the Parent Subsidiaries) relating to or arising out of this Agreement or the Debt Financing (subject to the last sentence of this Section 10.14), 9.13) and (ce) agrees that the Financing Parties Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.14 9.13, and that this Section 10.14 may such provisions and the definition of “Financing Parties” shall not be amended in a manner materially adverse to the Financing Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 10.14 9.13 shall in any way limit or modify the rights and obligations of the Parent under this Agreement Agreement, or any Financing Party’s obligations to Parent under any letter agreement the Debt Commitment Letter, or definitive agreement relating to the Financing or, following the Acceptance Time, the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder.thereunder following the Closing Date. IN WITNESS WHEREOF, Parent, Xxxxxx Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. TAPESTRY, INC. By /s/ Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Title: Chief Executive Officer SUNRISE MERGER SUB, INC. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sole Director CAPRI HOLDINGS LIMITED By /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Chief Executive Officer [Signature Page to Agreement and Plan of Merger] Annex A Certain Definitions For the purposes of this Agreement, the term:
Appears in 1 contract
Financing Entities. Notwithstanding anything in this Agreement to the contrary, the CompanySellers, on behalf of itselfthemselves, the Company Subsidiaries Group Companies and each of its their controlled Affiliates, Affiliates hereby: (a) agrees that any legal actionAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing PartiesEntities, arising out of or relating to, this Agreement Agreement, the Financing or any of the agreements entered into in connection with the Financing or any of the Transactions or the Financing, performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such legal action Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable agreement or document relating to the Financing and except Financing, (c) agrees not to bring or support or permit any of the extent relating Group Companies or their Affiliates to the interpretation bring or support any Action of any provisions kind or description, whether in this Agreement (including law or in equity, whether in contract or in tort or otherwise, against any provision Financing Entity in any letter agreement way arising out of or definitive documentation related to relating to, this Agreement, the Financing or any of the Transactions or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that expressly specifies that service of process upon the interpretation of Sellers, the Group Companies and their controlled Affiliates in any such provisions Action shall be governed by and construed effective if notice is given in accordance with the law of the State of Delaware)Section 13.03, (ce) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action Action brought against the Financing Parties Entities in any way arising out of or relating to, this Agreement Agreement, the Financing or any of the Transactions or the Financingperformance of any services thereunder, (dg) agrees that none of the Financing Parties shall Entities will have any liability to the Company or any of Sellers, the Company Subsidiaries Group Companies or any of their respective controlled Affiliates (in each case, other than Parent, Buyer or Representatives their respective Subsidiaries) relating to or arising out of this Agreement Agreement, the Financing or any of the Transactions or the Financing (subject to the last sentence performance of this Section 10.14)any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (ch) agrees that the Financing Parties Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.14 13.17, and that this Section 10.14 may such provisions and the definition of “Financing Entities” shall not be amended in a manner materially any way adverse to the Financing Parties Entities without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Parties. Notwithstanding the foregoing, nothing in this Section 10.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Financing Party’s obligations to Parent under any letter agreement or definitive agreement relating to the Financing or, following the Acceptance Time, the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Financing or any of the transactions contemplated thereby or any services thereunder.* * * *
Appears in 1 contract
Financing Entities. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the Companyrights and claims of Parent and/or any of its subsidiaries under and pursuant to the Debt Commitment Letter or the definitive agreement entered into with respect to the Debt Financing, the Company on behalf of itself, the Company its Subsidiaries and each of its controlled Affiliates, Affiliates hereby: (a) agrees that any legal action, suit or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing PartiesEntities, arising out of or relating to, this Agreement Agreement, the Debt Commitment Letter, the Debt Financing or the Financing, definitive agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such legal action action, suit or proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action action, suit or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement the Debt Commitment Letter or other applicable definitive document relating to the Financing and except Debt Financing, (c) agrees not to the extent relating bring or support or permit any of its affiliates to the interpretation bring or support any action, suit or proceeding of any provisions kind or description, whether in this Agreement (including law or in equity, whether in contract or in tort or otherwise, against any provision Financing Entity in any letter agreement way arising out of or definitive documentation related to relating to, this Agreement, the Financing Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that expressly specifies that service of process upon the interpretation of Company, its Subsidiaries or its controlled affiliates in any such provisions action, suit or proceeding shall be governed by and construed effective if notice is given in accordance with the law of the State of Delaware)Section 9.8, (ce) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action action, suit or proceeding brought against the Financing Parties Entities in any way arising out of or relating to, this Agreement Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the Financingperformance of any services thereunder, (dg) agrees that none of the Financing Parties shall Entities will have any liability to the Company or any of the Company Subsidiaries its subsidiaries or any of their respective controlled Affiliates affiliates or Representatives relating to or arising out of this Agreement Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the Financing performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (subject to the last sentence of this Section 10.14), and (ch) agrees that the Financing Parties Entities are express third party beneficiaries of, and may enforce, any of the provisions of in this Agreement reflecting the foregoing agreements in this Section 10.14 9.12 and such provisions and (i) agrees that the provisions in this Section 10.14 may 9.12 and the definition of “Financing Entities” shall not be amended in a manner materially any way adverse to the Financing Parties Entities without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 10.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Financing Party’s obligations to Parent under any letter agreement or definitive agreement relating to the Financing or, following the Acceptance Time, the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Financing or any of the transactions contemplated thereby or any services thereunderEntities.
Appears in 1 contract
Samples: Agreement and Plan of Merger (LSC Communications, Inc.)
Financing Entities. Notwithstanding anything in this Agreement to the contrary, the CompanySellers, the Seller Representatives and the Company (each on behalf of itself, the Company its Subsidiaries and each of its controlled Affiliates, ) hereby: (a) agrees that any legal actionProceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing PartiesEntities, arising out of or relating to, this Agreement or Agreement, the Financing, any Alternative Financing, any Permanent Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Financing, any Alternative Financing, any Permanent Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such legal action Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action Proceeding shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Commitment Letter or any other applicable commitment letter, agreement or document relating to the Financing, any Alternative Financing and except to the extent relating to the interpretation of or any provisions in this Agreement (including any provision in any letter agreement or definitive documentation related to the Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)Permanent Financing, (c) knowinglyagrees not to bring or support or permit any Seller, intentionally and voluntarily waives the Company or any of its Subsidiaries or its Affiliates to the fullest extent permitted by applicable bring or support any Proceeding of any kind or description, whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action brought against the Financing Parties Entity in any way arising out of or relating to, this Agreement or Agreement, the Financing, any Alternative Financing, any Permanent Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Sellers, the Seller Representatives, the Company, its Subsidiaries and its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 77 Proceeding in any such court, (f) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY PROCEEDING BROUGHT AGAINST THE FINANCING ENTITIES IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE FINANCING, ANY ALTERNATIVE FINANCING, ANY PERMANENT FINANCING, ANY COMMITMENT LETTER OR FINANCING AGREEMENT RELATING THERETO OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (g) agrees that none of the Financing Parties shall Entities will have any liability to any Seller, the Company or any of Seller Representatives, the Company Company, its Subsidiaries or any of their respective controlled Affiliates or Representatives respective representatives (in each case, for the avoidance of doubt, other than the Parent or its Subsidiaries) relating to or arising out of this Agreement Agreement, the Financing, any Alternative Financing, any Permanent Financing, any commitment letter or other agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, other than, for the avoidance of doubt, from and after the Closing Date, under any definitive agreements executed in connection with the Financing (subject but not, for the avoidance of doubt, under this Agreement) to the last sentence of extent the Company and/or its Affiliates are party thereto; provided, that, notwithstanding the foregoing, nothing in this Section 10.14)10.15(g) shall in any way limit or modify the obligations of any Financing Entity to Parent, and under the Commitment Letter, (ch) agrees that in no event shall the Company or any of its Affiliates be entitled to seek the remedy of specific performance of this Agreement directly against any Financing Entity; provided that nothing in this Section 10.15(h) shall in any way limit or modify the obligations of any Financing Entity to Parent under the Commitment Letter. and (h) agrees that (and each other party hereto agrees that) the Financing Parties Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.14 10.15, and that such provisions and any definitions used in this Section 10.14 may Agreement to the extent an amendment, supplement, waiver or other modification of such definitions would modify the substance of such provisions (including definitions of “Financing Entities” and “Financing Parties”) shall not be amended amended, supplemented, waived or otherwise modified in a manner materially any way adverse to the Financing Parties Entities without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 10.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Financing Party’s obligations to Parent under any letter agreement or definitive agreement relating to the Financing or, following the Acceptance Time, the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Financing or any of the transactions contemplated thereby or any services thereunderParties.
Appears in 1 contract
Samples: Share Purchase and Contribution Agreement (Concentrix Corp)
Financing Entities. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, the Company Subsidiaries and each of its their controlled Affiliates, affiliates hereby: (a) agrees that any legal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing PartiesEntities, arising out of or relating to, this Agreement or the Financing, Debt Financing shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto Party irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable agreement or document relating to the Debt Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any letter agreement or definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law laws of the State of Delaware), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action brought against the Financing Parties Entities in any way arising out of or relating to, this Agreement or the Debt Financing, (d) agrees that none of the Financing Parties shall Entities will have any liability to the Company or any of Company, the Company Subsidiaries or any of their respective controlled Affiliates affiliates (in each case, other than Parent or Representatives the Parent Subsidiaries) relating to or arising out of this Agreement or the Debt Financing (subject to the last sentence of this Section 10.14), 9.13) and (ce) agrees that the Financing Parties Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.14 9.13, and that this Section 10.14 may such provisions and the definition of “Financing Parties” shall not be amended in a manner materially adverse to the Financing Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 10.14 9.13 shall in any way limit or modify the rights and obligations of the Parent under this Agreement Agreement, or any Financing Party’s obligations to Parent under any letter agreement the Debt Commitment Letter, or definitive agreement relating to the Financing or, following the Acceptance Time, the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunderthereunder following the Closing Date.
Appears in 1 contract
Financing Entities. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, the Company Subsidiaries and each of its their controlled Affiliates, affiliates hereby: (a) agrees that any legal actionProceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing PartiesEntities, arising out of or relating to, this Agreement Agreement, the Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the Financing, performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party Party hereto irrevocably submits itself and its property with respect to any such legal action Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action Proceeding shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter, agreement or document relating to the Financing and except Financing, (c) agrees not to bring or support or permit the extent relating Company or any of the Company Subsidiaries or their affiliates to the interpretation bring or support any Proceeding of any provisions kind or description, whether in this Agreement (including law or in equity, whether in contract or in tort or otherwise, against any provision Financing Entity in any way arising out of or relating to, this Agreement, the Financing, any commitment letter agreement relating thereto or definitive documentation related to any of the Financing transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that expressly specifies that service of process upon the interpretation of Company, the Company Subsidiaries and their controlled affiliates in any such provisions Proceeding shall be governed by and construed effective if notice is given in accordance with the law of the State of Delaware)Section 9.4, (ce) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action Proceeding brought against the Financing Parties Entities in any way arising out of or relating to, this Agreement or Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (dg) agrees that none of the Financing Parties shall Entities will have any liability to the Company or any of Company, the Company Subsidiaries or any of their respective controlled Affiliates affiliates or Representatives (in each case, other than Parent or its Subsidiaries) relating to or arising out of this Agreement Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the Financing (subject to the last sentence performance of this Section 10.14)any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (ch) agrees that (and each other Party hereto agrees that) the Financing Parties Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.14 9.13, and that this Section 10.14 may such provisions and the definitions of “Financing Entities” and “Financing Parties” shall not be amended in a manner materially any way adverse to the Financing Parties Entities without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayedParties). Notwithstanding the foregoingIN WITNESS WHEREOF, nothing in this Section 10.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Financing Party’s obligations to Parent under any letter agreement or definitive agreement relating to the Financing orParent, following the Acceptance TimeMerger Sub I, the rights of the Company Merger Sub II and the Company Subsidiaries against the Financing Parties with respect have caused this Agreement to the Financing or any be signed by their respective officers thereunto duly authorized as of the transactions contemplated thereby or any services thereunder.date first written above. xxxxxxxxxx.xxx, inc. By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President, Corporate Development & Salesforce Ventures Skyline Strategies I Inc. By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President Skyline Strategies II LLC By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President Slack Technologies, Inc. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Financial Officer Annex A Certain Definitions For the purposes of this Agreement, the term:
Appears in 1 contract
Samples: Agreement and Plan of Merger (SALESFORCE.COM, Inc.)
Financing Entities. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, the Company its Subsidiaries and each of its controlled Affiliates, affiliates hereby: (a) agrees that any legal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing PartiesEntities, arising out of or relating to, this Agreement or Agreement, the Financing, any Permanent Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Financing, any Permanent Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter, agreement or document relating to the Financing and except to the extent relating to the interpretation of or any provisions in this Agreement (including any provision in any letter agreement or definitive documentation related to the Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)Permanent Financing, (c) knowinglyagrees not to bring or support or permit the Company or any of its Subsidiaries or its affiliates to bring or support any action of any kind or description, intentionally and voluntarily waives to the fullest extent permitted by applicable whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action brought against the Financing Parties Entity in any way arising out of or relating to, this Agreement or Agreement, the Financing, any Permanent Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Company, its Subsidiaries and its controlled affiliates in any such action shall be effective if notice is given in accordance with Section 10.5, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action in any such court, (f) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST THE FINANCING ENTITIES IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE FINANCING, ANY PERMANENT FINANCING, ANY COMMITMENT LETTER RELATING THERETO OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (g) agrees that none of the Financing Parties shall Entities will have any liability to the Company or any of the Company Company, its Subsidiaries or any of their respective its controlled Affiliates affiliates or Representatives (in each case, other than Parent or its Subsidiaries) relating to or arising out of this Agreement Agreement, the Financing, any Permanent Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the Financing (subject to performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; provided, that, notwithstanding the last sentence of foregoing, nothing in this Section 10.14)10.15(g) shall in any way limit or modify the obligations of any Financing Entity to Parent, Merger Sub I or Merger Sub II under the Commitment Letter and (ch) agrees that (and each other party hereto agrees that) the Financing Parties Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.14 10.15, and that this Section 10.14 may such provisions and the definitions of “Financing Entities” and “Financing Parties” shall not be amended in a manner materially any way adverse to the Financing Parties Entities without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 10.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Financing Party’s obligations to Parent under any letter agreement or definitive agreement relating to the Financing or, following the Acceptance Time, the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Financing or any of the transactions contemplated thereby or any services thereunderParties.
Appears in 1 contract
