Notices Clause Example with 7 Variations from Business Contracts

Notices. Any All notices, consents, determinations, waivers or demands and other communications required or permitted to be given or delivered under or by reason of the terms provisions of this Agreement must shall be in writing and will shall be deemed to have been delivered: (i) upon receipt, given when delivered personally; (ii) by hand, with written confirmation of receipt; upon receipt, when sending if sent by facsimile (provided to the facsimile numbers below, with electronic confirmation of ... class="diff-color-red">transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) sending; one business (1) day after deposit with being sent by a nationally recognized overnight delivery service, in each case properly addressed carrier to the party to receive the same. The addresses and facsimile numbers for such communications shall be: set forth below; or when actually delivered if sent by any other method that results in delivery, with written confirmation of receipt: If to the Company: Tessera Technologies, Ecology and Environment, Inc. 3025 Orchard Parkway San Jose, California 95134 368 Pleasant View Drive Lancaster, NY Attention: General Counsel Legal Department Facsimile: (408) 321-2907 With 716-684-0844 If to Mill Road: Mill Road Capital Management LLC 382 Greenwich Avenue, Suite One Greenwich, Connecticut 06830 Attention: Justin Jacobs Facsimile: 203 621-3280 with a copy (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher Vinson & Flom LLP 525 University Avenue Suite 1400 Palo Alto, California 94301 Attention: Kenton J. King Telephone: (650) 470-4530 Facsimile: (650) 798-6527 If to Starboard or any member thereof: Starboard Value and Opportunity Master Fund Ltd c/o Starboard Value LP 599 Lexington Elkins L.L.P. 666 Fifth Avenue, 19th 26th Floor New York, New York 10022 NY 10103-0040 Attention: Jeffrey C. Smith Telephone: (212) 845-7955 Kai H. Liekefett, Esq., Lawrence S. Elbaum, Esq. Facsimile: (212) 845-7988 With 212.237.0100 with a copy (which shall not constitute notice) to: Olshan Frome Wolosky Foley Hoag LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 155 Seaport Boulevard Boston, MA 02210 Attention: Steve Wolosky, Paul Bork, Esq. Telephone: (212) 451-2333 Facsimile: (212) 451-2222 10. Applicable Law. 617 832-7000 14. Governing Law; Jurisdiction. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by and construed and enforced in accordance with the laws of the State of Delaware New York without reference to the conflict of laws principles thereof. Each thereof that would result in the application of the Parties law of another jurisdiction. Each Party hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party Other Party hereto or its successors or assigns, shall be brought and determined exclusively in any federal court located in the Delaware Court of Chancery and any state appellate court therefrom within Western District in the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any New York or New York state or federal court within the State of Delaware). located in Erie County. Each of the Parties Party hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties Party hereto hereby irrevocably waives, and agrees not to assert in any 8 action or proceeding with respect to this Agreement, (i) (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) (c) to the fullest extent permitted by applicable legal requirements, any claim that (A) (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) (ii) the venue of such suit, action or proceeding is improper or (C) (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. View More

Found in ECOLOGY & ENVIRONMENT INC contract

Notices. Any All notices, consents, determinations, waivers or demands and other communications required or permitted to be given or delivered under or by reason of the terms provisions of this Agreement must shall be in writing and will shall be deemed to have been delivered: (i) upon receipt, given when delivered personally; (ii) by hand, with written confirmation of receipt; upon receipt, when sending if sent by facsimile (provided to the facsimile numbers below, with electronic confirmation of ... class="diff-color-red">transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) sending; one business day after deposit with being sent by a nationally recognized overnight delivery service, in each case properly addressed carrier to the party to receive the same. The addresses and facsimile numbers for such communications shall be: set forth below; or when actually delivered if sent by any other method that results in delivery, with written confirmation of receipt: 13 If to the Company: Tessera Technologies, Fred's, Inc. 3025 Orchard Parkway San Jose, California 95134 4300 New Getwell Road Memphis, Tennessee 38118 Attention: General Counsel Facsimile: (408) 321-2907 With 901.366.6772 with a copy (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher Vinson & Flom LLP 525 University Avenue Suite 1400 Palo Alto, California 94301 Elkins L.L.P. 666 Fifth Avenue, 26th Floor New York, NY 10103-0040 Attention: Kenton J. King Telephone: (650) 470-4530 Kai H. Liekefett, Esq., Lawrence S. Elbaum, Esq., Shaun Mathew, Esq. Facsimile: (650) 798-6527 917.849.5337 If to Starboard or any member thereof: Starboard Value and Opportunity Master Fund Ltd c/o Starboard Value LP 599 Lexington Avenue, 19th Floor Alden: Alden Global Capital LLC 885 Third Avenue New York, New York 10022 Attention: Jeffrey C. Smith Telephone: (212) 845-7955 Heath Freeman Facsimile: (212) 845-7988 With 212.751.9501 with a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP Park 1325 Avenue Tower 65 East 55th Street of the Americas New York, New York 10022 NY 10019 Attention: Steve Wolosky, Esq., Andrew M. Freedman, Esq. Telephone: (212) 451-2333 Facsimile: (212) 451-2222 10. Applicable Law. 212.451.2222 16. Governing Law; Jurisdiction. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each thereof that would result in the application of the Parties law of another jurisdiction. Each Party hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party Other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties Party hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties Party hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) (c) to the fullest extent permitted by applicable legal requirements, any claim that (A) (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) (ii) the venue of such suit, action or proceeding is improper or (C) (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. View More

Found in FREDS INC contract

Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) (a) upon receipt, when delivered personally; (ii) (b) upon confirmation of receipt, when sent by facsimile e-mail (provided that such confirmation of transmission is mechanically not automatically generated); or electronically generated and kept on file by the sending party); or (iii) (c) one... business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party Party to receive the same. The addresses and facsimile numbers e-mail addresses for such communications shall be: If to the Company: Tessera Technologies, Peregrine Pharmaceuticals, Inc. 3025 Orchard Parkway San Jose, California 95134 14282 Franklin Avenue Tustin, CA 92780 Attention: Mark R. Ziebell, Vice President, General Counsel Facsimile: (408) 321-2907 With and Corporate Secretary E-mail: MZiebell@peregrineinc.com with a copy (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom Paul Hastings LLP 525 University 1117 S. California Avenue Suite 1400 Palo Alto, California 94301 94304 Attention: Kenton J. King Telephone: (650) 470-4530 Facsimile: (650) 798-6527 Jeffrey T. Hartlin, Esq. E-mail: jeffhartlin@paulhastings.com If to Starboard the Ronin Group or any member thereof: Starboard Value and Opportunity Master Fund Ltd c/o Starboard Value LP 599 Lexington Avenue, 19th Floor New York, New York 10022 Ronin Trading, LLC 350 N. Orleans Street, Suite 2N Chicago, Illinois 60654 Attention: Jeffrey C. Smith Telephone: (212) 845-7955 Facsimile: (212) 845-7988 With James Griffin E-mail: james.griffin@ronin-capital.com with a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP Park 1325 Avenue Tower 65 East 55th Street of the Americas New York, New York 10022 NY 10019 Attention: Steve Wolosky, Esq. Telephone: (212) 451-2333 Facsimile: (212) 451-2222 10. and Ryan Nebel, Esq. E-mail: swolosky@olshanlaw.com and rnebel@olshanlaw.com 7 12. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits submits, with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) otherwise), and (iii) (c) to the fullest extent permitted by applicable legal requirements, any claim that (A) (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) (ii) the venue of such suit, action or proceeding is improper improper, or (C) (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. View More

Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); Party); (iii) upon confirmation of receipt, when sent by email (provided such... confirmation is not automatically generated); or (iii) (iv) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party Party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company: Tessera Technologies, Inc. 3025 Orchard Parkway San Jose, California 95134 Tuesday Morning Corporation 6250 LBJ Freeway Dallas, TX 75240 Attention: General Counsel Telephone: (972) 387-3562 Facsimile: (408) 321-2907 (972) 934-7231 Email: BZeterberg@TuesdayMorning.com With a copy copies (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue 300 South Grand Ave., Suite 1400 Palo Alto, California 94301 3400 6 Los Angeles, CA 90071 Attention: Kenton Brian J. King McCarthy Telephone: (650) 470-4530 (213) 687-5070 Facsimile: (650) 798-6527 (213) 621-5070 Email: Brian.McCarthy@skadden.com If to Starboard the Jeereddi/PMCP Group or any member thereof: Starboard Value and Opportunity Master Fund Ltd c/o Starboard Value Jeereddi II, LP 599 Lexington Avenue, 19th Floor New York, New York 10022 6430 Sunset Boulevard, Suite 1575 Los Angeles, CA 90028 Attention: Jeffrey C. Smith Naveen Jeereddi Telephone: (212) 845-7955 (310) 550-7270 Facsimile: (212) 845-7988 (310) 510-6805 Email: nj@jeereddi.com With a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP Park 1325 Avenue Tower 65 East 55th Street of the Americas New York, New York 10022 NY 10019 Attention: Steve Wolosky, Esq. Andrew M. Freedman Telephone: (212) 451-2333 451-2250 Facsimile: (212) 451-2222 Email: AFreedman@olshanlaw.com 10. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. View More

Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) (a) upon receipt, when delivered personally; (ii) (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); Party); (c) upon confirmation of receipt, when sent by email (provided such... confirmation is not automatically generated); or (iii) (d) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party Party to receive the same. The addresses and facsimile numbers for such communications shall be: 14 If to the Company: Tessera Technologies, comScore, Inc. 3025 Orchard Parkway San Jose, California 95134 11950 Democracy Drive Suite 600 Reston, Virginia 20190 Attention: General Counsel Carol A. DiBattiste Facsimile: (408) 321-2907 With (703) 438-2051 Email: cdibattiste@comscore.com with a copy (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher King & Flom Spalding LLP 525 University 1185 Avenue of the Americas New York, New York 10036 Attention: James C. Woolery / Cal Smith Facsimile: (212) 556-2222 E-mail: jwoolery@kslaw.com calsmith@kslaw.com and to: Jones Day 1420 Peachtree Street, N.E. Suite 1400 Palo Alto, California 94301 800 Atlanta, Georgia 30309 Attention: Kenton J. King Telephone: (650) 470-4530 Lizanne Thomas Facsimile: (650) 798-6527 (404) 581-8330 E-mail: lthomas@jonesday.com If to Starboard or any member thereof: Starboard Value and Opportunity Master Fund Ltd c/o Starboard Value LP 599 Lexington 777 Third Avenue, 19th 18th Floor New York, New York 10022 10017 Attention: Jeffrey C. Smith Telephone: (212) 845-7955 Facsimile: (212) 845-7988 With 845-7989 Email: jsmith@starboardvalue.com with a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP Park 1325 Avenue Tower 65 East 55th Street of the Americas New York, New York 10022 10019 Attention: Steve Wolosky, Esq. Telephone: (212) 451-2333 Wolosky / Andrew Freedman Facsimile: (212) 451-2222 Email: swolosky@olshanlaw.com afreedman@olshanlaw.com 15 10. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) (c) to the fullest extent permitted by applicable legal requirements, any claim that (A) (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) (ii) the venue of such suit, action or proceeding is improper or (C) (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. View More

Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one business day after deposit with a nationally recognized overnight delivery... service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company: Tessera Technologies, Inc. 3025 Orchard Parkway San Jose, California 95134 Wausau Paper Corp. 100 Paper Place Mosinee, WI 54455-9099 Attention: General Counsel Chairman With copies (which shall not constitute notice) to: Ruder Ware, L.L.S.C. 500 First Street, Suite 8000 P.O. Box 8050 Wausau, WI 54402-8050 Attention: Lon E. Roberts Telephone: (715) 845-4336 Facsimile: (408) 321-2907 With a copy to: Skadden, Arps, Slate, Meagher (715) 845-2718 and Wachtell, Lipton, Rosen & Flom LLP 525 University Avenue Suite 1400 Palo Alto, California 94301 Katz 51 West 52nd Street New York, New York 10019 Attention: Kenton Stephanie J. King Seligman Telephone: (650) 470-4530 (212) 403-1225 Facsimile: (650) 798-6527 (212) 403-2225 If to Starboard or any member thereof: Starboard Value and Opportunity Master Fund Ltd c/o Starboard Value LP 599 Lexington 830 Third Avenue, 19th 3rd Floor New York, New York 10022 Attention: Jeffrey C. Smith Telephone: (212) 845-7955 Facsimile: (212) 845-7988 With a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 Attention: Steve Wolosky, Esq. Telephone: (212) 451-2333 Facsimile: (212) 451-2222 10. 11. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Wisconsin without reference to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery Wisconsin state courts and any state appellate court therefrom within the State of Delaware Wisconsin (or, if the Delaware Court of Chancery any such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Wisconsin). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. View More

Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one business day after deposit with a nationally recognized overnight delivery... service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company: Tessera Technologies, Inc. 3025 Orchard Parkway San Quantum Corporation 224 Airport Parkway, Suite 300San Jose, California 95134 Attention: General Counsel Facsimile: 95110Attention: Shawn HallTelephone: (408) 321-2907 With 944-4000Facsimile: (408) 944-6581 with a copy (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher Wilson Sonsini Goodrich & Flom LLP 525 University Rosati, ProfessionalCorporation1301 Avenue Suite 1400 Palo Alto, California 94301 Attention: Kenton J. King of the Americas, 40th FloorNew York, New York 10019Attention: Warren S. de Wied, Esq. Telephone: (650) 470-4530 Facsimile: (650) 798-6527 (212) 999-5800Facsimile: (212) 999-5899 8 If to Starboard or any member thereof: Starboard Value and Opportunity Master Fund Ltd c/o Starboard Value LP 599 Lexington LP830 Third Avenue, 19th Floor New 3rd FloorNew York, New York 10022 Attention: 10022Attention: Jeffrey C. Smith Telephone: SmithTelephone: (212) 845-7955 Facsimile: 845-7977Facsimile: (212) 845-7988 With with a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP Park LLPPark Avenue Tower 65 Tower65 East 55th Street New StreetNew York, New York 10022 Attention: 10022Attention: Steve Wolosky, Esq. Andrew Freedman, Esq. Telephone: (212) 451-2333 Facsimile: 451-2300Facsimile: (212) 451-2222 10. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits submits, with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. 9 11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile). View More