materially adverse to any party.
Section 8.06. Exclusive Agreement; Amendment. This Agreement and the other
Transaction Documents supersede all prior agreements among the parties with
respect to their subject matter and are intended (with the documents referred to
herein) as a complete and exclusive statement of the terms of the agreement
among the parties with respect thereto. No
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provision of this Agreement may be amended, altered or waived except in a
writing referring expressly to this Agreement and signed by the parties hereto.
Section 8.07. Assignment. None of this Agreement or any right or obligation
hereunder may be assigned by either party without the prior written consent of
the other party, except that (i) the Company may assign its rights hereunder to
an acquirer of all or substantially all of its business and/or assets and
(ii) for the avoidance of doubt, each of the other Transaction Documents may be
assigned or otherwise transferred in accordance with their terms. This Agreement
shall be binding upon, and shall inure to the benefit of, and be enforceable by,
the parties and their respective successors, transferees and permitted assigns.
Section 8.08. Governing Law. This Agreement and (unless otherwise provided)
all amendments hereof and waivers and consents hereunder shall be governed by
the internal Laws of the State of New York, notwithstanding any conflict of law
provision to the contrary. EACH OF THE COMPANY AND THE INVESTOR HEREBY CONSENTS
AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF
NEW YORK, NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN THE COMPANY AND THE INVESTOR PERTAINING TO THIS
AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR TO ANY MATTER ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS,
PROVIDED, THAT THE INVESTOR AND THE COMPANY ACKNOWLEDGE THAT ANY APPEALS FROM
THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY,
AND, PROVIDED, FURTHER, NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE THE INVESTOR FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
INVESTOR. THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE COMPANY
HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT. EACH OF THE COMPANY AND THE INVESTOR HEREBY WAIVE PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREE
THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PERSON AT THE ADDRESS SET