OF ANY SUCH DISCLOSURE).
6
ARTICLE VII
MISCELLANEOUS
7.1.
GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.
(A)
THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF
THE STATE OF NEW JERSEY. ANY DISAGREEMENT, ISSUE, DISPUTE, CLAIM, DEMAND OR
CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (EACH, A "DISPUTE")
SHALL BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW
JERSEY IN NEW JERSEY OR ANY COURT IN THE STATE OF NEW JERSEY, SO LONG AS ONE OF
SUCH COURTS SHALL HAVE SUBJECT MATTER JURISDICTION OVER SUCH DISPUTE. EACH OF
THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF SUCH COURTS (AND
OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH DISPUTE AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH DISPUTE IN
ANY SUCH COURT AND THAT ANY SUCH DISPUTE WHICH IS BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. PROCESS IN ANY SUCH DISPUTE MAY BE SERVED
ON ANY PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION
OF ANY SUCH COURT. WITHOUT LIMITING THE FOREGOING, EACH PARTY AGREES THAT
SERVICE OF PROCESS ON SUCH PARTY AS PROVIDED IN SECTION 7.6 SHALL BE DEEMED
EFFECTIVE SERVICE OF PROCESS ON SUCH PARTY.
(B)
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
7.2.
BINDING EFFECT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND
BE LEGALLY BINDING UPON ALL HEIRS, PERSONAL REPRESENTATIVES, EXECUTORS, LEGAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE PARTIES.
THIS AGREEMENT MAY NOT
BE ASSIGNED WITHOUT THE PRIOR WRITTEN CONSENT OF THE PARTIES HERETO AND THIS
AGREEMENT IS NOT MADE FOR THE BENEFIT OF ANY PERSON NOT A PARTY HERETO.
NO
ASSIGNMENT OF THIS AGREEMENT WILL RELIEVE THE ASSIGNING PARTY OF ITS OBLIGATIONS
HEREUNDER.
7.3.
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT CONSTITUTES THE
ENTIRE UNDERSTANDING OF THE PARTIES AND SUPERSEDES ALL PRIOR DISCUSSIONS,
NEGOTIATIONS, AGREEMENTS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, WITH
RESPECT TO ITS SUBJECT MATTER.
THIS AGREEMENT MAY BE MODIFIED ONLY BY A WRITTEN
INSTRUMENT PROPERLY EXECUTED BY ALL PARTIES TO THIS AGREEMENT.
7.4.
SEVERABILITY.
IF ANY ONE OR MORE OF THE PROVISIONS OF THIS
AGREEMENT IS HELD INVALID, ILLEGAL OR UNENFORCEABLE, THE REMAINING PROVISIONS OF
THIS AGREEMENT SHALL BE UNIMPAIRED, AND THE INVALID, ILLEGAL OR UNENFORCEABLE
PROVISION SHALL BE REPLACED BY A MUTUALLY ACCEPTABLE VALID, LEGAL AND
ENFORCEABLE PROVISION WHICH COMES CLOSEST TO THE INTENT OF THE PARTIES.
7.5.
WAIVER; REMEDIES.
NO FAILURE OR DELAY ON THE PART OF ANY PARTY
HERETO IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT WILL
OPERATE AS A WAIVER THEREOF, NOR WILL ANY WAIVER ON THE PART ANY PARTY HERETO OF
ANY RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT OPERATE AS A WAIVER OF ANY
OTHER RIGHT, POWER OR PRIVILEGE