Any party hereto may change the address for receipt of communications by giving
written notice to the others.
SECTION 13.
SUCCESSORS.
THIS AGREEMENT
WILL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND TO THE
BENEFIT OF THE EMPLOYEES, OFFICERS AND DIRECTORS AND CONTROLLING PERSONS
REFERRED TO IN SECTION 8 AND SECTION 9, AND IN EACH CASE THEIR RESPECTIVE
SUCCESSORS, AND NO OTHER PERSON WILL HAVE ANY RIGHT OR OBLIGATION HEREUNDER.
THE TERM "SUCCESSORS" SHALL NOT INCLUDE ANY PURCHASER OF THE SECURITIES AS SUCH
FROM THE INITIAL PURCHASER BY REASON OF SUCH PURCHASE.
SECTION 14.
PARTIAL UNENFORCEABILITY.
THE
INVALIDITY OR UNENFORCEABILITY OF ANY SECTION, PARAGRAPH OR PROVISION OF THIS
AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER SECTION,
PARAGRAPH OR PROVISION HEREOF.
IF ANY SECTION, PARAGRAPH OR PROVISION OF THIS
AGREEMENT IS FOR ANY REASON DETERMINED TO BE INVALID OR UNENFORCEABLE, THERE
SHALL BE DEEMED TO BE MADE SUCH MINOR CHANGES (AND ONLY SUCH MINOR CHANGES) AS
ARE NECESSARY TO MAKE IT VALID AND ENFORCEABLE.
SECTION 15.
GOVERNING LAW; CONSENT TO
JURISDICTION.
(a)
Governing Law Provisions.
THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH
STATE.
(b)
Consent to Jurisdiction.
Any legal suit,
action or proceeding arising out of or based upon this Agreement or the
transactions contemplated hereby ("Related Proceedings") may be instituted in
the federal courts of the United States of America located in the City and
County of New York or the courts of the State of New York in each case located
in the City and County of New York (collectively, the "Specified Courts"), and
each party hereto irrevocably submits to the non-exclusive jurisdiction (except
for proceedings instituted in regard to the enforcement of a judgment of any
such court (a "Related Judgment"), as to which such jurisdiction is
non-exclusive) of such courts in any such suit, action or proceeding.
Service
of any process, summons, notice or document by mail to such party's address set
forth above shall be effective service of process for any suit, action or other
proceeding brought in any such court.
The parties irrevocably and
unconditionally waive any objection to the laying of venue of any suit, action
or other proceeding in the Specified Courts and irrevocably and unconditionally
waive and agree not to plead or claim in any such court that any such suit,
action or other proceeding brought in any such court has been brought in an
inconvenient forum.
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SECTION 16.
GENERAL PROVISIONS.
THIS
AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES TO THIS AGREEMENT AND
SUPERSEDES ALL PRIOR WRITTEN OR ORAL AND ALL CONTEMPORANEOUS ORAL AGREEMENTS,
UNDERSTANDINGS AND NEGOTIATIONS WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THIS
AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH ONE OF WHICH SHALL
BE AN ORIGINAL, WITH THE SAME EFFECT AS IF THE SIGNATURES THERETO AND HERETO
WERE UPON THE SAME