GOVERNING LAW; FORUM; SERVICE OF
PROCESS.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF ENGLAND AND WALES (WITHOUT GIVING EFFECT TO CONFLICTS OF LAW
PRINCIPLES) AS TO ALL MATTERS, INCLUDING VALIDITY, CONSTRUCTION, EFFECT,
PERFORMANCE AND REMEDIES OF AND UNDER THIS AGREEMENT.
VENUE IN ANY AND ALL
SUITS, ACTIONS AND PROCEEDINGS BETWEEN OR AMONG ANY OF THE PARTIES HERETO AND
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE IN THE COURTS LOCATED
IN AND FOR ENGLAND AND WALES (THE "COURTS"), WHICH SHALL HAVE EXCLUSIVE
JURISDICTION FOR SUCH PURPOSE, AND EACH OF THE COMPANY, TH AND PCLN SUB HEREBY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND IRREVOCABLY
WAIVES THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH SUIT,
ACTION OR PROCEEDING.
SERVICE OF PROCESS MAY BE MADE IN ANY MANNER RECOGNIZED
BY SUCH COURTS.
EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A
JURY TRIAL ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 6.5.
SEVERABILITY.
THE INVALIDITY,
ILLEGALITY OR UNENFORCEABILITY OF ONE OR MORE OF THE CLAUSES OR PROVISIONS OF
THIS AGREEMENT IN ANY JURISDICTION SHALL NOT AFFECT THE VALIDITY, LEGALITY OR
ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT IN SUCH JURISDICTION OR THE
VALIDITY, LEGALITY OR ENFORCEABILITY OF THIS AGREEMENT, INCLUDING ANY SUCH
CLAUSE OR PROVISION IN ANY OTHER JURISDICTION, IT BEING INTENDED THAT ALL RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE ENFORCEABLE TO THE FULLEST
EXTENT PERMITTED BY LAW.
SECTION 6.6.
SUCCESSORS; ASSIGNS; THIRD-PARTY
BENEFICIARIES.
THIS AGREEMENT IS INTENDED SOLELY FOR THE BENEFIT OF THE PARTIES
HERETO AND THEIR SUCCESSORS AND PERMITTED ASSIGNS, AND DOES NOT CONFER ANY
RIGHTS OR REMEDIES, WHETHER LEGAL OR EQUITABLE, ON ANY OTHER THIRD PERSON OR
ENTITY, AND NO PERSON WHO IS NOT FOR THE TIME BEING A PARTY TO THIS AGREEMENT
SHALL HAVE ANY RIGHT UNDER THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 TO
ENFORCE ANY TERM OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT NO PARTY MAY ASSIGN
ANY OF ITS RIGHTS, DUTIES OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY.
SECTION 6.7.
AMENDMENT.
THIS AGREEMENT MAY
NOT BE AMENDED, MODIFIED OR SUPPLEMENTED UNLESS SUCH MODIFICATION IS IN WRITING
AND SIGNED BY THE PARTIES HERETO.
SECTION 6.8.
WAIVER.
NO WAIVER (WHETHER
EXPRESS OR IMPLIED) OF ANY DEFAULT OR BREACH OF OR BY ANY PARTY TO THIS
AGREEMENT SHALL BE EFFECTIVE UNLESS EVIDENCED BY A WRITING SIGNED BY THE PARTY
AGAINST WHICH SUCH WAIVER IS SOUGHT TO BE ENFORCED.
NO SUCH WAIVER FOR ANY
PURPOSE SHALL CONSTITUTE A WAIVER OF ANY OTHER OR SUBSEQUENT DEFAULT OR BREACH,
OR FOR ANY OTHER PURPOSE.
SECTION 6.9.
COUNTERPARTS.
THIS AGREEMENT MAY
BE EXECUTED IN COUNTERPARTS, WHICH MAY BE DELIVERED BY FACSIMILE TRANSMISSION,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 6.10.
ENTIRE AGREEMENT.
THIS AGREEMENT,
TOGETHER WITH THE ANCILLARY AGREEMENTS, CONSTITUTES THE ENTIRE AGREEMENT AND