except as disclosed in Section 6.13 or otherwise in this Agreement or
such disclosure is required by law or trading market regulations.
12.8.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT THAT IS 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 BUT SHALL BE INTERPRETED AS IF IT
WERE WRITTEN SO AS TO BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION
SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER
JURISDICTION.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY
WAIVE ANY PROVISION OF LAW WHICH RENDERS ANY PROVISION HEREOF PROHIBITED OR
UNENFORCEABLE IN ANY RESPECT.
12.9.
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE SCHEDULES,
EXHIBITS AND THE DISCLOSURE SCHEDULES, AND THE OTHER NOTE DOCUMENTS, CONSTITUTE
THE ENTIRE AGREEMENT AMONG THE COMPANY AND THE PURCHASERS WITH RESPECT TO THE
PRIVATE PLACEMENT AND THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH ORAL AND WRITTEN, BETWEEN THE COMPANY
AND THE PURCHASERS WITH RESPECT TO THE PRIVATE PLACEMENT AND THE SUBJECT MATTER
HEREOF AND THEREOF; PROVIDED, HOWEVER, THE OBLIGATIONS OF A PURCHASER UNDER ANY
NONDISCLOSURE AGREEMENT OR CONFIDENTIALITY LETTER ENTERED INTO BY SUCH PURCHASER
IN CONNECTION WITH THE OFFERING OF THE NOTES SHALL CONTINUE TO APPLY IN
ACCORDANCE WITH THE TERMS THEREOF.
12.10.
FURTHER ASSURANCES.
THE PARTIES SHALL EXECUTE AND DELIVER ALL SUCH
FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE ALL SUCH OTHER ACTIONS AS MAY
REASONABLY BE REQUIRED TO CARRY OUT THE TRANSACTIONS CONTEMPLATED HEREBY AND TO
EVIDENCE THE FULFILLMENT OF THE AGREEMENTS HEREIN CONTAINED.
12.11.
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN
THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
EACH OF THE PARTIES
HERETO IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUIT, ACTION,
PROCEEDING OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
SERVICE OF PROCESS IN CONNECTION WITH ANY
SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON EACH PARTY HERETO ANYWHERE IN
THE WORLD BY THE SAME METHODS AS ARE SPECIFIED FOR THE GIVING OF NOTICES UNDER
THIS AGREEMENT.
EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING AND TO THE
LAYING OF
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venue in such court.
Each party hereto irrevocably waives any objection to the
laying of venue of any such suit, action or proceeding brought in such courts
and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in