THIS AGREEMENT.
11.15
ATTORNEYS' FEES.
IF ANY LEGAL PROCEEDING OR OTHER ACTION RELATING
TO THIS AGREEMENT IS BROUGHT OR OTHERWISE INITIATED, THE PREVAILING PARTY SHALL
BE ENTITLED TO RECOVER REASONABLE ATTORNEYS' FEES, COSTS AND DISBURSEMENTS (IN
ADDITION TO ANY OTHER RELIEF TO WHICH THE PREVAILING PARTY MAY BE ENTITLED).
11.16
FURTHER ASSURANCES.
THE PARTIES AGREE (A) TO FURNISH UPON REQUEST
TO EACH OTHER SUCH FURTHER INFORMATION, (B) TO EXECUTE AND DELIVER TO EACH OTHER
SUCH OTHER DOCUMENTS, AND (C) TO DO SUCH OTHER ACTS AND THINGS, ALL AS THE OTHER
PARTY MAY REASONABLY REQUEST FOR THE PURPOSE OF CARRYING OUT THE INTENT OF THIS
AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT.
11.17
TIME OF ESSENCE.
WITH REGARD TO ALL DATES AND TIME PERIODS SET
FORTH OR REFERRED TO IN THIS AGREEMENT, TIME IS OF THE ESSENCE.
46
11.18
CONSENT TO JURISDICTION.
SUBJECT TO SECTION 11.2 ABOVE, THE
COMPETENT COURT IN SANTA CLARA, CALIFORNIA (THE "COMPETENT COURT") (AND NOT ANY
OTHER COURT IN ANY STATE OR COUNTRY) SHALL HAVE EXCLUSIVE JURISDICTION IN
CONNECTION WITH THIS AGREEMENT.
SUBJECT TO SECTION 11.2 ABOVE, EACH PARTY
HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURT
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND
IRREVOCABLY WAIVES ANY OBJECTION SUCH PERSON MAY NOW OR HEREAFTER HAVE AS TO THE
VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE COMPETENT COURT OR
THAT THE COMPETENT COURT IS AN INCONVENIENT FORUM.
11.19
SCHEDULES AND EXHIBITS.
THE SCHEDULES AND EXHIBITS DESCRIBED HEREIN
AND ATTACHED HERETO CONSTITUTE AN INSEPARABLE PART OF THIS AGREEMENT AND ARE
INCORPORATED INTO THIS AGREEMENT FOR ALL PURPOSES AS IF FULLY SET FORTH HEREIN.
ANY DISCLOSURE MADE IN ANY SCHEDULE TO THIS AGREEMENT WHICH MAY BE APPLICABLE TO
ANOTHER SCHEDULE TO THIS AGREEMENT SHALL BE DEEMED TO BE MADE WITH RESPECT TO
SUCH OTHER SCHEDULE ONLY IF A SPECIFIC CROSS REFERENCE IS MADE THERETO OR IF IT
IS READILY APPARENT THAT SUCH DISCLOSURE SHOULD APPLY TO SUCH OTHER SCHEDULE.
47
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on of the
date first above written.
Parent:
SANMINA-SCI CORPORATION
By:
/s/ Jure Sola
Name:
Jure Sola
Title:
Chief Executive Officer
Buyer:
SANMINA-SCI SYSTEMS SINGAPORE PTE. LTD.
By:
/s/ Jure Sola
Name:
Jure Sola
Title:
Chief Executive Officer
Seller:
ADAPTEC MANUFACTURING (S) PTE. LTD.
By:
/s/ Marshall Mohr
Name:
Marshall Mohr
Title:
VP&CFO, Adaptec, Inc.
Exhibit A
Transition Services Agreement
(See Tab 4)
2
Exhibit B
Employee Secondment Agreement
(See Tab 5)
3
Exhibit C
Facility Transfer Agreement
(See Tab 6)
4
Exhibit D
Manufacturing Services and Supply Agreement
(See Tab 7)
5