/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Letter_of_Intent/0.md
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Part Two—Binding Provisions
The parties, intending to be legally bound, agree to the following legally enforceable paragraphs of this letter.- Conduct of Business
Sellers shall cause the Acquired Companies to operate in the ordinary course and to refrain from any transactions outside the ordinary course of business. - Confidentiality
Except as expressly modified by the Binding Provisions, the Confidentiality Agreement entered into by the Company and Buyer on {NDA.EffectiveDate.YMD} (the “Confidentiality Agreement”) shall remain in full force and effect. - Hart-Scott-Rodino
Buyer and Sellers shall proceed, as promptly as is reasonably practical, to prepare and to file any notifications required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). - Costs
Buyer and each Seller will be responsible for and bear all of its respective costs and expenses (including any broker’s or finder’s fees and the expenses of their representatives) incurred at any time in connection with pursuing or consummating the Possible Acquisition. Notwithstanding the preceding sentence, Buyer will pay one-half and Sellers will pay one-half of the HSR Act filing fees. - Termination
The Binding Provisions will automatically terminate upon the earliest of the following (the “Termination Date”): (i) {Closing.LatestDate.YMD}, (ii) execution of the Definitive Agreement by all parties, (iii) the mutual written agreement of Buyer and Sellers, or (iv) written notice of termination by Buyer, for any reason or no reason, with or without cause, at any time; provided, however, that the termination of the Binding Provisions will not affect the liability of a party for breach of any of the Binding Provisions prior to the termination. Upon termination of the Binding Provisions, the parties will have no further obligations under this letter, except Paragraph 13 will survive such termination. - Effect of Letter
The provisions of Paragraphs 1 through 4 of this letter are intended only as an expression of interest on behalf of Buyer, are not intended to be legally binding on any party or Acquired Company, and are expressly subject to the negotiation and execution of an appropriate Definitive Agreement. In addition, nothing in this letter should be construed as an offer or commitment on the part of Buyer to submit a definitive proposal. Except as expressly provided in Paragraphs 5 through 13 (or as expressly provided in any binding written agreement that the parties may enter into in the future), no past or future action, course of conduct, or failure to act relating to the Possible Acquisition, or relating to the negotiation of the terms of the Possible Acquisition or any Definitive Agreement, will give rise to or serve as a basis for any obligation or other liability on the part of the parties or any of the Acquired Companies. - Miscellaneous
- Entire Agreement
The Binding Provisions supersede all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitute a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. - Modification
The letter may only be amended, supplemented, or otherwise modified by a writing executed by the parties. - Governing Law
All matters relating to or arising out of a Possible Acquisition and the rights of the parties (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. - Jurisdiction; Service of Process
Any proceeding arising out of or relating to a Possible Acquisition shall be brought in the courts of {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 a Possible Acquisition in any other court. Each party acknowledges and agrees that this Paragraph 13(d) constitutes a voluntary and bargained- for agreement between the parties. Process in any proceeding may be served on any party anywhere in the world. - Counterparts
This letter 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 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 letter whose image shall have been transmitted electronically will constitute an original signature for all purposes. The delivery of copies of this letter, including executed signature pages, by electronic transmission will constitute effective delivery of this letter for all purposes.