offer to lease and shall become
effective only upon execution and unconditional delivery by Lessor and Lessee
and delivery of the Lessor Guaranty, the Lessee Guaranty and the Resources
Guaranty required hereby.
This instrument, the Purchase Agreement, the SNDA and
the Equity Investor Agreement contain the entire and only agreement between the
parties, and no oral statements or representations or prior written matter not
contained in this Lease or any such other documents shall have any force or
effect.
This Lease shall not be modified in any way except by a writing
subscribed by both parties.
26.18
Headings.
The headings for the various articles and sections of
this Lease are used only as a matter of convenience for reference and are not to
be considered a part of this Lease or used in determining the intent of the
parties to this Lease.
26.19
Counterparts.
This Lease may be executed in one or more
counterparts, any one or all of which shall constitute one and the same
instrument.
89
26.20
Governing Law; Venue; Service of Process; Waiver of Jury Trial.
(a)
THIS LEASE AND ANY DISPUTES, CLAIMS OR CONTROVERSY ARISING OUT OF
OR RELATING TO THIS LEASE (WHETHER SOUNDING IN CONTRACT OR TORT LAW) SHALL BE
GOVERNED BY THE LAW OF THE STATE OF WYOMING WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES.
(b)
EACH OF LESSOR AND LESSEE IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF ANY WYOMING
STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE
STATE OF WYOMING AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
STATE OR, TO THE EXTENT PERMUTED BY LAW, IN SUCH FEDERAL COURT.
EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
(c)
EACH OF LESSOR AND LESSEE HEREBY IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS BY MAIL, PERSONAL SERVICE OR IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LEGAL REQUIREMENTS, AT THE ADDRESS SPECIFIED IN Article XXIV HEREOF.
(d)
EACH OF LESSOR AND LESSEE HEREBY AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
HEREUNDER OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS
LEASE, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS.
EACH PARTY HERETO (I) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, AND (II) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LEASE BY, AMONG OTHER