MAIL, RETURN
RECEIPT REQUESTED, TO CUSTOMER AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH
SECTION 12.3;
(IV)
AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III)
ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER
77
CUSTOMER IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;
(V)
AGREES THAT BUYER AND EACH PURCHASER
REPRESENTATIVE RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR TO BRING PROCEEDINGS AGAINST CUSTOMER IN THE COURTS OF ANY OTHER
JURISDICTION; AND
(VI)
AGREES THAT THE PROVISIONS OF THIS SECTION 12.6
RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE
FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402
OR OTHERWISE.
SECTION 12.7.
INTEGRATION.
THIS AGREEMENT CONTAINS
THE FINAL AND COMPLETE INTEGRATION OF ALL PRIOR EXPRESSIONS BY THE PARTIES
HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SHALL CONSTITUTE THE ENTIRE
AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF
SUPERSEDING ALL PRIOR ORAL OR WRITTEN UNDERSTANDINGS.
SECTION 12.8.
SEVERABILITY; COUNTERPARTS.
THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES
HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED
TO BE AN ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND
THE SAME AGREEMENT.
ANY PROVISIONS OF THIS AGREEMENT WHICH ARE PROHIBITED OR
UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE
TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE
REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY
JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
SECTION 12.9.
SUCCESSORS AND ASSIGNS.
THIS
AGREEMENT SHALL BE BINDING ON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS; PROVIDED, HOWEVER, THAT CUSTOMER MAY NOT ASSIGN ANY OF ITS RIGHTS
OR DELEGATE ANY OF ITS DUTIES HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF
CUSTODIAN AND BUYER.
SECTION 12.10.
CONFIDENTIALITY.
EACH PARTY TO THIS
AGREEMENT SHALL HOLD ALL NON-PUBLIC INFORMATION OBTAINED PURSUANT TO THE
REQUIREMENTS OF THIS AGREEMENT THAT HAS BEEN IDENTIFIED AS CONFIDENTIAL BY
CUSTOMER OR ANY OTHER PARTY IN ACCORDANCE WITH SUCH PERSON'S CUSTOMARY
PROCEDURES FOR HANDLING CONFIDENTIAL INFORMATION OF THIS NATURE, IT BEING
UNDERSTOOD AND AGREED THAT IN ANY EVENT EACH PARTY TO THIS AGREEMENT MAY MAKE
DISCLOSURES TO AFFILIATES OF SUCH PARTY, DISCLOSURES TO STATISTICAL OR CREDIT
RATING AGENCIES, DISCLOSURES TO ITS AGENTS, AUDITORS, CONSULTANTS AND COUNSEL
WHO HAVE BEEN ADVISED OF THESE PROVISIONS AND DISCLOSURES REASONABLY REQUIRED BY
ANY BONA FIDE ASSIGNEE, TRANSFEREE OR PARTICIPANT THAT AGREES TO BE BOUND BY
THESE CONFIDENTIALITY PROVISIONS OR DISCLOSURES REQUIRED OR REQUESTED BY ANY
GOVERNMENTAL AGENCY OR REPRESENTATIVE THEREOF OR PURSUANT TO LEGAL PROCESS;
PROVIDED THAT, UNLESS SPECIFICALLY PROHIBITED BY APPLICABLE LAW OR COURT ORDER,
EACH PARTY TO THIS AGREEMENT SHALL NOTIFY THE OTHER PARTIES TO THIS AGREEMENT OF
ANY REQUEST BY ANY GOVERNMENTAL AGENCY OR REPRESENTATIVE THEREOF FOR DISCLOSURE
OF ANY SUCH NON-PUBLIC INFORMATION PRIOR TO DISCLOSURE OF SUCH INFORMATION; AND