(617) 526-5000
(III)
IF TO THE COMPANY TO:
Pinnacle Systems, Inc.
280 North Bernardo Avenue
Mountain View, CA 94043
Attn:
Chief Executive Officer
Facsimile:
(650) 930-2424
with a copy to:
DLA Piper Rudnick Gray Cary US LLP
2000 University Avenue
East Palo Alto, CA 94303
Attn:
Gregory M. Gallo, Esq.
Diane Holt Frankle, Esq.
Facsimile: (650) 833-2001
(F)
NO THIRD PARTY BENEFICIARIES.
THIS
AGREEMENT IS NOT INTENDED, AND SHALL NOT BE DEEMED, TO CONFER ANY RIGHTS OR
REMEDIES UPON ANY PERSON OTHER THAN THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS, TO CREATE ANY AGREEMENT OF EMPLOYMENT WITH ANY
PERSON OR TO OTHERWISE CREATE ANY THIRD-PARTY BENEFICIARY HERETO.
(G)
ASSIGNMENT.
NEITHER THIS AGREEMENT NOR ANY
OF THE RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT MAY BE ASSIGNED OR
DELEGATED, IN WHOLE OR IN PART, BY OPERATION OF LAW OR OTHERWISE BY ANY OF THE
PARTIES HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES, AND ANY
SUCH ASSIGNMENT WITHOUT SUCH PRIOR WRITTEN CONSENT SHALL BE NULL AND VOID,
EXCEPT THAT THE BUYER MAY ASSIGN THIS AGREEMENT TO ANY DIRECT OR INDIRECT WHOLLY
OWNED SUBSIDIARY OF THE BUYER WITHOUT THE CONSENT OF THE COMPANY OR THE
SHAREHOLDERS, PROVIDED THAT THE BUYER SHALL REMAIN LIABLE FOR ALL OF ITS
OBLIGATIONS UNDER THIS AGREEMENT.
SUBJECT TO THE PRECEDING SENTENCE, THIS
AGREEMENT SHALL BE BINDING UPON, INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY,
THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
(H)
INTERPRETATION.
WHEN REFERENCE IS MADE IN
THIS AGREEMENT TO A SECTION, SUCH REFERENCE SHALL BE TO A SECTION OF THIS
AGREEMENT, UNLESS OTHERWISE INDICATED.
THE HEADINGS CONTAINED IN THIS AGREEMENT
ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT IN ANY WAY THE
MEANING OR INTERPRETATION OF THIS AGREEMENT.
THE LANGUAGE USED IN THIS
AGREEMENT SHALL BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES HERETO TO
EXPRESS THEIR MUTUAL INTENT, AND NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED
AGAINST ANY PARTY.
WHENEVER THE CONTEXT MAY REQUIRE,
5
ANY PRONOUNS USED IN THIS AGREEMENT SHALL INCLUDE THE CORRESPONDING MASCULINE,
FEMININE OR NEUTER FORMS, AND THE SINGULAR FORM OF NOUNS AND PRONOUNS SHALL
INCLUDE THE PLURAL, AND VICE VERSA.
ANY REFERENCE TO ANY FEDERAL, STATE, LOCAL
OR FOREIGN STATUTE OR LAW SHALL BE DEEMED ALSO TO REFER TO ALL RULES AND
REGULATIONS PROMULGATED THEREUNDER, UNLESS THE CONTEXT REQUIRES OTHERWISE.
WHENEVER THE WORDS "INCLUDE," "INCLUDES" OR "INCLUDING" ARE USED IN THIS
AGREEMENT, THEY SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT
LIMITATION."
NO SUMMARY OF THIS AGREEMENT PREPARED BY THE PARTIES SHALL AFFECT
IN ANY WAY THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
(I)
SUBMISSION TO JURISDICTION.
EACH OF THE
PARTIES TO THIS AGREEMENT (I) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL
JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF CALIFORNIA IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (II) AGREES THAT ALL