or to be delivered in connection
herewith or therewith, shall survive the execution of this Agreement and the
closing of the transactions contemplated hereunder and thereunder.
8.15 Jurisdiction, Forum Selection Venue; Jury Trial Waivers.
BORROWER AND
LENDER (A) AGREE TO SUBMIT THEMSELVES IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT AND ANY SCHEDULE OR FOR RECOGNITION AND ENFORCEMENT OF ANY
JUDGMENT IN RESPECT HEREOF OR THEREOF, TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF OHIO, AND
APPELLATE COURTS FROM ANY SUCH FEDERAL COURT, (B) CONSENT THAT ANY ACTION OR
PROCEEDING SHALL BE BROUGHT IN SUCH COURTS, AND WAIVE ANY OBJECTION THAT EACH
MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT, (C) AGREE THAT SERVICE OF PROCESS OF ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL),
POSTAGE PREPAID, TO THE APPROPRIATE PARTY AT ITS ADDRESS AS SET FORTH HEREIN,
20
AND SERVICE MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL
RECEIPT OR FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN POSTED AS AFORESAID, AND
(D) AGREE THAT NOTHING HEREIN OR IN ANY SCHEDULE SHALL AFFECT THE RIGHT TO
EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
BORROWER AND
LENDER EACH HEREBY UNCONDITIONALLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS
AGREEMENT, ANY SCHEDULE AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY,
ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING
TO THE SUBJECT MATTER HEREOF OR THEREOF, AND/OR THE RELATIONSHIP THAT IS BEING
ESTABLISHED BETWEEN BORROWER AND LENDER.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized officers as of the day and year first above
written.
PHOTOMEDEX, INC., as Borrower
By:
/s/ Dennis M. McGrath
Name:
Dennis M. McGrath
Title:
Chief Executive Officer
Address:
147 Keystone Drive
Montgomeryville, PA 18936
Attn:
Chief Executive Officer and Chief Financial Officer
Facsimile:
215-619-3209
CLUTTERBUCK FUNDS LLC, as Lender
By:
/s/ Robert T. Clutterbuck
Name:
Robert T. Clutterbuck
Title:
Managing Partner
Address:
200 Public Square, Suite 2910
Cleveland, OH
44114
Attn:
Robert T. Clutterbuck
Facsimile:
216-803-1199
S-1
[Signature Page to Term Loan and Security Agreement]