SEC Filings

AMAZON COM INC filed this Form 10-K on 01/30/2013
Entire Document

14. This Guaranty shall apply to the Purchase Agreement and any modification, replacement, or amendment thereof.

15. If any provision (or portion or application of any provision) of this Guaranty is found to be invalid or inconsistent with applicable law then that provision (or the smallest portion or narrowest application of that provision that can be removed to render the provision valid) shall be severed from this Guaranty and the remainder of this Guaranty and the application of that provision to all circumstances where its application is valid shall not be affected thereby and shall continue in full force and effect.

16. Notice hereunder shall be in writing and shall be effective upon receipt or refusal to accept receipt, and shall be given by personal service, nationally recognized overnight courier service, or United States Mail, registered or certified delivery, return receipt requested, to the other party at its above address, except that under no circumstances shall Purchaser be obligated to give Guarantor any notice not specifically required to be given by Purchaser pursuant to this Guaranty. Either party may by notice given as aforesaid designate a different address for notice purposes.

17. This Guaranty shall in all respects be governed by, and construed in accordance with, the laws of the State of Washington without regard to principles of conflicts of laws. Any action hereunder shall be brought in the state or federal courts of competent jurisdiction in King County, Washington. Each of Purchaser and Guarantor hereby consents to the jurisdiction of such state or federal court for such purposes. This Guaranty shall be binding upon Guarantor, its successors and assigns and inure to the benefit of and be enforceable by Purchaser, its successors and assigns. For purposes of this Guaranty, the word “Seller” shall also include the successors and assigns of Seller. No assignment by Guarantor shall release Guarantor from its obligations hereunder. This Guaranty embodies the entire agreement and understanding between Guarantor and Purchaser with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

18. Subject to any applicable statute of limitations, no delay on the part of Purchaser in exercising any right hereunder shall operate as a waiver of such right or of any other right of Purchaser hereunder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or a waiver of the same or any other right on any future occasion.

19. The first paragraph of Section 14.16 of the Purchase Agreement is incorporated into this Agreement by reference, with references therein to “Seller” deemed to be references to Guarantor. The provisions of Section 14.16, as incorporated herein, shall survive Closing or other termination of this Agreement.