IN A WRITTEN INSTRUMENT DELIVERED TO THE COMPANY
TO BE BOUND BY AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE
TERMS AND CONDITIONS OF THIS AGREEMENT INURE TO THE BENEFIT OF AND ARE BINDING
UPON THE RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNEES OF THE PARTIES. NOTHING
IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY
OTHER THAN THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND PERMITTED
ASSIGNEES ANY RIGHTS, . REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON
OF THIS AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED HEREIN.
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3.2
GOVERNING LAW; VENUE; JURY TRIAL WAIVER.
(A)
THIS AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. THE COMPANY HEREBY AGREES THAT
ANY LEGAL ACTION OR PROCEEDING AGAINST IT WITH RESPECT TO THIS AGREEMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES OF
AMERICA LOCATED IN OR FOR ORANGE COUNTY, CALIFORNIA, AS THE HOLDERS MAY ELECT,
AND, BY EXECUTION AND DELIVERY HEREOF, THE COMPANY ACCEPTS AND CONSENTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, TO THE
JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION WILL BE
EXCLUSIVE, UNLESS WAIVED BY THE HOLDER, AS APPLICABLE, IN WRITING, WITH RESPECT
TO ANY ACTION OR PROCEEDING BROUGHT BY THE COMPANY AGAINST THE HOLDERS. THE
COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING
HEREIN WILL AFFECT THE RIGHT OF THE HOLDER TO BRING PROCEEDINGS AGAINST THE
COMPANY IN THE COURTS OF ANY OTHER JURISDICTION.
(B)
EACH OF THE HOLDERS AND THE COMPANY HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY ACTION, CLAIM, SUIT, PROCEEDING OR OTHER LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDERS ENTERING INTO THIS AGREEMENT.
3.3
COUNTERPARTS; FACSIMILE. THIS AGREEMENT MAY BE EXECUTED IN
SEVERAL COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT. THE DELIVERY OF AN
EXECUTED COUNTERPART OF A SIGNATURE PAGE OF THIS AGREEMENT BY TELECOPY OR OTHER
ELECTRONIC IMAGING MEANS WILL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART OF THIS AGREEMENT.
3.4
TITLES AND SUBTITLES. THE TITLES AND SUBTITLES USED IN THIS
AGREEMENT ARE USED FOR CONVENIENCE ONLY AND ARE NOT TO BE CONSIDERED IN
CONSTRUING OR INTERPRETING THIS AGREEMENT.
3.5
NOTICES. EXCEPT AS MAY BE OTHERWISE PROVIDED HEREIN, ALL
NOTICES, REQUESTS, WAIVERS AND OTHER COMMUNICATIONS MADE PURSUANT TO THIS
AGREEMENT WILL BE IN WRITING AND WILL BE CONCLUSIVELY DEEMED TO HAVE BEEN DULY
GIVEN (A) WHEN HAND DELIVERED TO THE OTHER