OR
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ANY RIGHTS, REMEDIES, OBLIGATIONS OR
LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED
IN THIS AGREEMENT.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ZIONS
MAY ASSIGN ITS RIGHTS UNDER SECTION 3 OF THIS AGREEMENT TO (I) ANY OF ITS
AFFILIATE OR (II) ANY PERSON ACQUIRING ALL, BUT NOT LESS THAN ALL, OF THE SHARES
OF COMMON STOCK PURCHASED BY ZIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT,
PROVIDED THAT SUCH ASSIGNEE AGREES IN WRITING TO BE BOUND BY AND SUBJECT TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT.
NOTWITHSTANDING ANYTHING ELSE TO THE
CONTRARY HEREIN, IF ANY OF THE IDENTIFIED STOCKHOLDERS SHALL DIE, ALL RIGHTS,
REMEDIES, OBLIGATIONS OR LIABILITIES OF SUCH IDENTIFIED STOCKHOLDER (OTHER THAN
THE RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES OF SUCH IDENTIFIED STOCKHOLDER
PURSUANT TO SECTIONS 3.5 OR 5.1 AND THE RELATED DEFINITIONS) UNDER OR BY REASON
OF THIS AGREEMENT SHALL TERMINATE AND BE OF NO FURTHER FORCE OR EFFECT.
GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL.
THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE
INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED
IN THE DISTRICT OF DELAWARE SOLELY IN RESPECT OF THE INTERPRETATION AND
ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND OF THE DOCUMENTS REFERRED TO
IN THIS AGREEMENT, AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION,
SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF OR OF ANY SUCH
DOCUMENTS, THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR
PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE
VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT
MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY
AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING SHALL BE HEARD
AND DETERMINED IN SUCH DELAWARE STATE OR FEDERAL COURT LOCATED IN THE DISTRICT
OF DELAWARE.
THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT
JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH
DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY
SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 6.5 OR IN SUCH OTHER
MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE
THEREOF.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER
THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY