Common use of Entire Agreement; Third Party Beneficiaries; Amendment Clause in Contracts

Entire Agreement; Third Party Beneficiaries; Amendment. This Agreement, together with the New Confidentiality Agreement (when executed) and the Prior Confidentiality Agreement, sets forth the entire agreement between the parties hereto with respect to the Transactions, and is not intended to and shall not confer upon any person other than the parties hereto, their successors and permitted assigns any rights or remedies hereunder, provided that (i) Section 4.07(h) shall be the benefit of and fully enforceable by each of the Covered Persons, (ii) Section 4.12 shall be for the benefit of and fully enforceable by each of the Section 4.12 Persons and the Silver Lake Indemnitors, (iv) Section 4.22 shall be for the benefit of and fully enforceable by each of the Indemnitees, (iv) Section 5.05 shall be for the benefit of and fully enforceable by each of the Indemnified Persons and (v) Section 6.12 shall be for the benefit of and fully enforceable by each of the Specified Persons. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing between the parties hereto executed in the same manner as this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right. The Company agrees that the Prior Confidentiality Agreement will automatically terminate in all respects concurrent with the Closing; provided that no such termination shall relieve any party thereto of liability for any breach of the Prior Confidentiality Agreement that occurred prior to such termination.

Entire Agreement; Third Party Beneficiaries; Amendment. This AgreementAgreement (including all Exhibits and Annexes hereto), together with the agreements contemplated herein, including the New Confidentiality Agreement (when executed) and the Prior Confidentiality Agreement, sets set forth the entire agreement between the parties hereto with respect to the Transactions, and is not intended to and shall not confer upon any person other than the parties hereto, their successors and permitted assigns any rights or remedies hereunder, provided provided, that (i) Section 4.07(h) shall be for the benefit of and fully enforceable by each of the Covered Persons, (ii) Section 4.12 shall be for the benefit of and fully enforceable by each of the Section 4.12 Persons and the Silver Lake Indemnitors, (iviii) Section 4.22 shall be for the benefit of and fully enforceable by each of the Indemnitees, (iv) Section 5.05 shall be for the benefit of and fully enforceable by each of the Indemnified Persons and (v) Section 6.12 shall be for the benefit of and fully enforceable by each of the Specified Persons. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing between the parties hereto (but solely in the case of any amendment or modification to Sections 4.07, 4.09 and 4.18 (and the related definitions) agreed by the Company, only if authorized by a resolution of the disinterested directors thereof) executed in the same manner as this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right. The Company agrees that the Prior Confidentiality Agreement will automatically terminate in all respects concurrent with the Closing; provided that no such termination shall relieve any party thereto of liability for any breach of the Prior Confidentiality Agreement that occurred prior to such termination.

Entire Agreement; Third Party Beneficiaries; Amendment. This Agreement, together with the New Confidentiality Agreement (when executed) Agreement, the Services Agreement, the Indenture and the Prior Confidentiality AgreementNotes, sets forth the entire agreement between the parties hereto with respect to the Transactions, and is are not intended to and shall not confer upon any person other than the parties hereto, their successors and permitted assigns any rights or remedies hereunder, provided that (i) Section 4.07(h) shall be the benefit of 4.15 and fully enforceable by each of the Covered Persons, (ii) Section 4.12 shall be for the benefit of and fully enforceable by each of the Section 4.12 Persons and the Silver Lake Indemnitors, (iv) Section 4.22 shall be for the benefit of and fully enforceable by each of the Indemnitees, (iv) Section 5.05 shall be for the benefit of and fully enforceable by each of the Indemnified Persons and Persons, (vii) Section 6.12 shall be for the benefit of and fully enforceable by each of the Specified PersonsPersons and (iii) one or more lenders under a Permitted Loan may be granted third party beneficiary rights in relation to the Company’s obligation under Article II to issue the Notes as set forth in Section 4.09. For the avoidance of doubt, that certain Mutual Non-Disclosure Agreement, dated as of June 15, 2021, between Splunk Inc. and Silver Lake Technology Management, L.L.C. is terminated and superseded in its entirety by the Confidentiality Agreement. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing between the parties hereto executed in the same manner as this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right. The Company agrees that the Prior Confidentiality Agreement will automatically terminate in all respects concurrent with the Closing; provided that no such termination shall relieve any party thereto of liability for any breach of the Prior Confidentiality Agreement that occurred prior to such termination.

Entire Agreement; Third Party Beneficiaries; Amendment. This Agreement, together with the New disclosure letter delivered herewith and the Confidentiality Agreement (when executed) and the Prior Confidentiality AgreementEquity Commitment Letter, sets forth the entire agreement between the parties hereto with respect to the TransactionsTransactions and hereby restates and supersedes any prior agreements between the parties hereto, and is not intended to and shall not confer upon any person other 4840-5838-5626.18 than the parties hereto, their successors and permitted assigns any rights or remedies hereunder, provided that (i) Section 4.07(h) shall be the benefit of and fully enforceable by each of the Covered Persons, (ii) Section 4.12 shall be for the benefit of and fully enforceable by each of the Section 4.12 Persons and the Silver Lake Indemnitors, (iv) Section 4.22 shall be for the benefit of and fully enforceable by each of the Indemnitees, (iv) Section 5.05 shall be for the benefit of and fully enforceable by each of the Indemnified Persons and (vii) Section 6.12 shall be for the benefit of and fully enforceable by each of the Specified Persons; provided, further, that, effective as of the Closing, the Confidentiality Agreement shall terminate automatically without any further action of any party thereto and be of no further force and effect. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing between the parties hereto executed in the same manner as this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right. The Company agrees that the Prior Confidentiality Agreement will automatically terminate in all respects concurrent with the Closing; provided that no such termination shall relieve any party thereto of liability for any breach of the Prior Confidentiality Agreement that occurred prior to such termination.

Entire Agreement; Third Party Beneficiaries; Amendment. This Agreement, together with the New Confidentiality Agreement (when executed) Agreement, the Services Agreement, the Indenture and the Prior Confidentiality AgreementNotes, sets forth the entire agreement between the parties hereto with respect to the Transactions, and is are not intended to and shall not confer upon any person other than the parties hereto, their successors and permitted assigns any rights or remedies hereunder, provided provided, that (i) Section 4.07(h4.07(m) shall be for the benefit of and fully enforceable by each of the Covered PersonsPerson, (ii) Section 4.12 shall be for the benefit of and fully enforceable by each of the Section 4.12 Persons SL Affiliated Director and the Silver Lake Indemnitorseach Purchaser Indemnitor, (iviii) Section 4.22 4.15 and Section 5.06 shall be for the benefit of and fully enforceable by each of the IndemniteesIndemnitees or Indemnified Persons (as applicable), (iv) Section 5.05 shall be for the benefit of and fully enforceable by each of the Indemnified Persons and (v) Section 6.12 shall be for the benefit of and fully enforceable by each of the Specified PersonsPersons and (v) one or more lenders under a Permitted Loan may be granted third party beneficiary rights in relation to the Company’s obligation under Article II to issue the Notes subject to and as set forth in Section 4.09. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing between the parties hereto executed in the same manner as this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right. The Company agrees that the Prior Confidentiality Agreement will automatically terminate in all respects concurrent with the Closing; provided that no such termination shall relieve any party thereto of liability for any breach of the Prior Confidentiality Agreement that occurred prior to such termination.right.‌

Entire Agreement; Third Party Beneficiaries; Amendment. This AgreementAgreement (including all Exhibits and Annexes hereto), together with the agreements contemplated herein, including the New Confidentiality Agreement (when executed) and ), the Prior Confidentiality Agreement and the Service Agreement, sets set forth the entire agreement between the parties hereto with respect to the Transactions, and is not intended to and shall not confer upon any person other than the parties hereto, their successors and permitted assigns any rights or remedies hereunder, provided provided, that (i) Section 4.07(h) shall be for the benefit of and fully enforceable by each of the Covered Persons, (ii) Section 4.12 shall be for the benefit of and fully enforceable by each of the Section 4.12 Persons and the Silver Lake Indemnitors, (iv) Section 4.22 shall be for the benefit of and fully enforceable by each of the Indemnitees, (iv) Section 5.05 shall be for the benefit of and fully enforceable by each of the Indemnified Persons and (v) Section 6.12 shall be for the benefit of and fully enforceable by each of the Specified Persons. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing between the parties hereto (but solely in the case of any amendment or modification to Sections 4.02, 4.07, 4.09 and 4.18 (and the related definitions) agreed by the Company, only if authorized by a resolution of the disinterested directors thereof) executed in the same manner as this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right. The Company agrees that the Prior Confidentiality Agreement will automatically terminate in all respects concurrent with the Closing; provided provided, that no such termination shall relieve any party thereto of liability for any breach of the Prior Confidentiality Agreement that occurred prior to such termination.