PARTIES AND SHALL INURE TO THE BENEFIT OF DAWSON.
OTHER
THAN IN CONNECTION WITH A MERGER, CONSOLIDATION, SALE OF ALL OR SUBSTANTIALLY
ALL OF THE COMPANY'S ASSETS OR OTHER SIMILAR CHANGE IN CONTROL TRANSACTION, THE
COMPANY MAY NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF DAWSON.
DAWSON MAY ASSIGN THEIR RESPECTIVE
RIGHTS HEREUNDER IN THE MANNER AND TO THE PERSONS AS PERMITTED UNDER THE
SETTLEMENT AGREEMENT.
(F)
EXECUTION AND COUNTERPARTS.
THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF 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.
IN THE EVENT THAT ANY SIGNATURE IS
DELIVERED BY FACSIMILE TRANSMISSION, SUCH SIGNATURE SHALL CREATE A VALID BINDING
OBLIGATION OF THE PARTY EXECUTING (OR ON WHOSE BEHALF SUCH SIGNATURE IS
EXECUTED) THE SAME WITH THE SAME FORCE AND EFFECT AS IF SUCH FACSIMILE SIGNATURE
WERE THE ORIGINAL THEREOF.
(G)
GOVERNING LAW.
THIS AGREEMENT IS TO BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULE THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE INTERNAL LAWS OF THE
STATE OF DELAWARE TO THE RIGHTS AND DUTIES OF THE PARTIES. IN ADDITION, EACH OF
THE PARTIES HERETO (A) IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT ITSELF
TO THE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN THE
EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT, (B) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH
PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT,
(C) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT OTHER THAN THE COURT OF
CHANCERY OF THE STATE OF DELAWARE, AND EACH OF THE PARTIES IRREVOCABLY WAIVES
THE RIGHT TO TRIAL BY JURY, (D) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION ON THE
COURT OF CHANCERY OF THE STATE OF DELAWARE, AND (E) EACH OF THE PARTIES
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY FIRST CLASS CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, TO THE ADDRESS AT WHICH SUCH PARTY IS TO
RECEIVE NOTICE.
(H)
SEVERABILITY. IF ANY TERM, PROVISION,
COVENANT OR RESTRICTION OF THIS AGREEMENT IS HELD BY A COURT OF COMPETENT
JURISDICTION TO BE INVALID, ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THE
TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN
FULL FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED,
AND THE PARTIES HERETO SHALL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO FIND
AND EMPLOY AN ALTERNATIVE MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME
RESULT AS THAT CONTEMPLATED BY SUCH TERM, PROVISION, COVENANT OR RESTRICTION.
IT IS HEREBY STIPULATED