EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT, AND SHALL BECOME EFFECTIVE WHEN ONE OR
MORE COUNTERPARTS HAVE BEEN SIGNED BY EACH OF THE PARTIES AND DELIVERED TO THE
OTHER PARTY, IT BEING UNDERSTOOD THAT ALL PARTIES NEED NOT SIGN THE SAME
COUNTERPART.
SECTION 11.12
HEADINGS. THE HEADING REFERENCES HEREIN AND THE TABLE OF
CONTENTS HERETO ARE FOR CONVENIENCE PURPOSES ONLY, DO NOT CONSTITUTE A PART OF
THIS AGREEMENT AND SHALL NOT BE DEEMED TO LIMIT OR AFFECT ANY OF THE PROVISIONS
HEREOF.
SECTION 11.13
NO STRICT CONSTRUCTION. THE PARTIES HAVE PARTICIPATED JOINTLY
IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT. IN THE EVENT ANY AMBIGUITY OR
QUESTION OF INTENT OR INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED
AS IF DRAFTED JOINTLY BY ALL PARTIES AND NO PRESUMPTION OR BURDEN OF PROOF SHALL
ARISE FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY
PROVISION OF THIS AGREEMENT.
SECTION 11.14
SEVERABILITY. THE PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED
SEVERABLE AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT
AFFECT THE VALIDITY OR ENFORCEABILITY OF THE OTHER PROVISIONS HEREOF. IF ANY
TERM OR OTHER PROVISION OF THIS AGREEMENT, OR THE APPLICATION THEREOF TO ANY
PERSON OR ANY CIRCUMSTANCE, IS INVALID, ILLEGAL OR UNENFORCEABLE, (A) A SUITABLE
AND EQUITABLE PROVISION SHALL BE SUBSTITUTED THEREFORE IN ORDER TO CARRY OUT, SO
FAR AS
78
MAY BE VALID AND ENFORCEABLE, THE INTENT AND PURPOSE OF SUCH INVALID OR
UNENFORCEABLE PROVISION AND (B) THE REMAINDER OF THIS AGREEMENT AND THE
APPLICATION OF SUCH PROVISION TO OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE
AFFECTED BY SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY, NOR SHALL SUCH
INVALIDITY, ILLEGALITY OR UNENFORCEABILITY AFFECT THE VALIDITY OR ENFORCEABILITY
OF SUCH PROVISION, OR THE APPLICATION THEREOF, IN ANY OTHER JURISDICTION.
SECTION 11.15
SPECIFIC PERFORMANCE. THE PARTIES HERETO AGREE THAT
IRREPARABLE DAMAGE WOULD OCCUR IF ANY PROVISION OF THIS AGREEMENT WERE NOT
PERFORMED IN ACCORDANCE WITH THE TERMS HEREOF AND THAT THE PARTIES SHALL BE
ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT
OR TO ENFORCE SPECIFICALLY THE PERFORMANCE OF THE TERMS AND PROVISIONS HEREOF IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY
NEW YORK STATE COURT SITTING IN NEW YORK CITY, IN ADDITION TO ANY OTHER REMEDY
TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY.
*
*
*
*
*
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IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be
executed as of the date first written above.
TYCO ELECTRONICS GROUP S.A.
By:
/s/ Terrence R. Curtin
Name:
Terrence R. Curtin
Title:
Executive Vice President and Chief
Financial Officer
COBHAM DEFENSE ELECTRONIC SYSTEMS
CORPORATION
By:
/s/ David V. Gaggin
Name:
David V. Gaggin
Title:
President
COBHAM PLC, solely for the purposes of Article
IX
By:
/s/ Ken Morrison
Name:
Ken Morrison
Title:
Group Director of Corporate Finance
and Tax