/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Escrow/0.md
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Miscellaneous
  1. Entire Agreement
    This {_Escrow_Agreement} supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.
  2. Modification
    This {_Escrow_Agreement} may only be amended, supplemented, or otherwise modified by a writing executed by the parties.
  3. Assignments and Successors
    No party may assign any of its rights or delegate any of its obligations under this {_Escrow_Agreement} without the prior consent of the other parties, except that {_Buyer} may assign any of its rights and delegate any of its obligations under this {_Escrow_Agreement} to any {_Subsidiary} of {_Buyer} and to the purchaser of all or substantially all of the equity securities or business of the Acquired Companies and may collaterally assign its rights under this {_Escrow_Agreement} to any financial institution providing financing in connection with the purchase of the Shares. Any purported assignment of rights or delegation of obligations in violation of this Paragraph 9(c) will be void. Subject to the foregoing, this {_Escrow_Agreement} will apply to, be binding in all respects upon, and inure to the benefit of the heirs, executors, administrators, legal representatives, successors, and permitted assigns of the parties.
  4. No Third-Party Rights
    No Person other than the parties will have any legal or equitable right, remedy, or claim under or with respect to this {_Escrow_Agreement}. This {_Escrow_Agreement} may be amended or terminated, and any provision of this {_Escrow_Agreement} may be waived, without the consent of any Person who is not a party to this {_Escrow_Agreement}.
  5. Governing Law
    All matters relating to or arising out of this {_Escrow_Agreement} and the rights of the parties (whether sounding in contract, tort, or otherwise) will be governed by and construed and interpreted under the laws of {Law.State.the}, without regard to conflicts of laws principles that would require the application of any other law.
  6. Remedies Cumulative
    The rights and remedies of the parties are cumulative and not alternative.
  7. Jurisdiction; Service of Process
    Except as otherwise provided in this {_Escrow_Agreement}, any Proceeding arising out of or relating to this {_Escrow_Agreement} shall be brought in {Tribunal.State.cl}, or, if it has or can acquire jurisdiction, in {Tribunal.USDC.cl}, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of such Proceeding shall be heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or relating to this {_Escrow_Agreement} in any other court. Each party acknowledges and agrees that this Paragraph 9(g) constitutes a voluntary and bargained-for agreement between the parties. Process in any Proceeding referred to in the first sentence of this Paragraph 9(g) may be served on any party anywhere in the world. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Paragraph 9(k). Nothing in this Paragraph 9(g) will affect the right of any party to serve legal process in any other manner permitted by law or at equity.
  8. Waiver of Jury Trial
    Each party, knowingly, voluntarily, and intentionally, waives its right to trial by jury in any proceeding arising out of or relating to this {_Escrow_Agreement}, whether sounding in contract, tort, or otherwise.
  9. Attorneys’ Fees
    In the event any Proceeding is brought in respect of this {_Escrow_Agreement}, the prevailing party will be entitled to recover reasonable attorneys’ fees and other costs incurred in such Proceeding, in addition to any relief to which such party may be entitled.
  10. No Waiver
    Neither any failure nor any delay by any party in exercising any right, power, or privilege under this {_Escrow_Agreement} or any of the documents referred to in this {_Escrow_Agreement} will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable Legal Requirements, (i) no claim or right arising out of this {_Escrow_Agreement} or any of the documents referred to in this {_Escrow_Agreement} can be waived by a party, in whole or in part, unless made in a writing signed by such party, (ii) a waiver given by a party will only be applicable to the specific instance for which it is given, and (iii) no notice to or demand on a party will (A) waive or otherwise affect any obligation of that party, or (B) affect the right of the party giving such notice or demand to take further action without notice or demand as provided in this {_Escrow_Agreement} or the documents referred to in this {_Escrow_Agreement}.
  11. Notices
    All notices and other communications required or permitted by this {_Escrow_Agreement} will be in writing and will be effective, and any applicable time period shall commence when (i) delivered to the following address by hand or by a nationally recognized overnight courier service (costs prepaid), addressed to the following address, or (ii) transmitted electronically to the following facsimile numbers or e-mail addresses, in each case marked to the attention of the Person (by name or title) designated below (or to such other address, facsimile number, e-mail address, or Person as a party may designate by notice to the other parties):
    • {Seller.Representative.US.Notice.Block}
    • {Buyer.US.Notice.Block}
    • {Escrow.Agent.US.Notice.Block}
  12. Severability
    If any provision of this {_Escrow_Agreement} is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this {_Escrow_Agreement} will remain in full force and effect. Any provision of this {_Escrow_Agreement} held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
  13. Time of Essence
    With regard to all dates and time periods set forth or referred to in this {_Escrow_Agreement}, time is of the essence.
  14. Counterparts/Electronic Signatures
    This {_Escrow_Agreement} and other documents to be delivered pursuant to this {_Escrow_Agreement} may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. A manual signature on this {_Escrow_Agreement} or other document to be delivered pursuant to this {_Escrow_Agreement} whose image is transmitted electronically will constitute an original signature for all purposes. The delivery of copies of this {_Escrow_Agreement} or other document to be delivered pursuant to this {_Escrow_Agreement}, including executed signature pages where required, by electronic transmission will constitute effective delivery of this {_Escrow_Agreement} or such other document for all purposes.