AND ARE IN
NO WAY INTENDED TO DESCRIBE, INTERPRET, DEFINE OR LIMIT THE SCOPE, EXTENT OR
INTENT OF THIS AGREEMENT OR ANY PROVISION HEREOF.
(F)
GOVERNING LAW; JURISDICTION.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
(I)
ANY CLAIM, ACTION, SUIT OR PROCEEDING
SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN
CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE
HEARD AND DETERMINED IN ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE CITY
OF NEW YORK, COUNTY OF MANHATTAN, AND EACH OF THE PARTIES HERETO HEREBY CONSENTS
TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE
COURTS THEREFROM IN ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING) AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH CLAIM, ACTION, SUIT OR
PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING
THAT IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
16
(II)
SUBJECT TO APPLICABLE LAW, PROCESS IN ANY
SUCH CLAIM, ACTION, SUIT OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN
THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY SUCH COURT.
WITHOUT LIMITING THE FOREGOING AND SUBJECT TO APPLICABLE LAW, EACH PARTY AGREES
THAT SERVICE OF PROCESS ON SUCH PARTY AS PROVIDED IN SECTION 15(C) SHALL BE
DEEMED EFFECTIVE SERVICE OF PROCESS ON SUCH PARTY.
NOTHING HEREIN SHALL AFFECT
THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR AT EQUITY.
WITH RESPECT TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING IN
ANY SUCH COURT, EACH OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE OTHER
ITS RIGHT TO A TRIAL BY JURY, AND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY
IN ANY SUCH PROCEEDING.
(G)
SEVERABILITY.
IF, AT ANY TIME, ANY
PROVISION HEREOF IS OR BECOMES ILLEGAL, INVALID OR UNENFORCEABLE IN ANY RESPECT
UNDER THE LAW OF ANY JURISDICTION, NEITHER THE LEGALITY, VALIDITY OR
ENFORCEABILITY OF THE REMAINING PROVISIONS HEREOF NOR THE LEGALITY, VALIDITY OR
ENFORCEABILITY OF SUCH PROVISION UNDER THE LAW OF ANY OTHER JURISDICTION SHALL
IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
(H)
ENTIRE AGREEMENT.
THIS AGREEMENT, THE
PURCHASE AGREEMENT, THE NOTES AND THE WARRANTS CONSTITUTE THE ENTIRE AGREEMENT
AMONG THE PARTIES HERETO PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS PERTAINING THERETO.
(I)
CUMULATIVE REMEDIES.
THE RIGHTS AND
REMEDIES PROVIDED BY THIS AGREEMENT ARE CUMULATIVE AND THE USE OF ANY ONE RIGHT
OR REMEDY BY ANY PARTY SHALL NOT PRECLUDE OR WAIVE ITS RIGHT TO USE ANY OR ALL
OTHER REMEDIES.
SUCH RIGHTS AND REMEDIES ARE GIVEN IN ADDITION TO ANY OTHER
RIGHTS THE PARTIES MAY HAVE BY LAW, STATUTE, ORDINANCE OR OTHERWISE.
(J)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE