Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 192)

For purposes of this Section, “Information” means all information received from the Company or any of its

Subsidiaries relating to the Company or any of its Subsidiaries or any of their respective businesses, other than any such information

that is available to the Administrative Agent, any Lender or any SPC on a nonconfidential basis prior to disclosure by the Company or

any of its Subsidiaries, provided that, in the case of information received from the Company or any of its Subsidiaries after the date

hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the

confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such

Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its

own confidential information.

SECTION 9.10. Governing Law. This Agreement and each of the Notes shall be governed by, and construed in

accordance with, the laws of the State of New York.

SECTION 9.11. Execution in Counterparts. This Agreement may be executed in any number of counterparts and

by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which

taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement

by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.12. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits,

for itself and its property, to the nonexclusive jurisdiction of any New York state court or federal court of the United States of America

sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to

this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and

unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York

state court or, to the extent permitted by applicable law, in such federal court. Each Borrower hereby further irrevocably consents to

the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified

mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02. Each Initial Borrower (other than the

Company) and each Designated Subsidiary hereby further agrees that service of process in any such action or proceeding brought in

any such New York state court or in any such federal court may be made upon the Company at its address referred to in Section 9.02,

and each Initial Borrower (other than the Company) and each Designated Subsidiary hereby irrevocably appoints the Company as its

authorized agent to accept such service of process, and hereby irrevocably agrees that the failure of the Company to give any notice of

any such service to such Initial Borrower or such Designated Subsidiary, as the case may be, shall not impair or affect the validity of

such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto agrees that a final

judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in

any other manner provided by applicable law. Nothing in this Agreement shall affect any right that any party may otherwise have to

serve legal process in any other manner permitted by applicable law or to bring any action or proceeding relating to this Agreement or

the Notes in the courts of any jurisdiction.

Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar

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Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 192