neuter
shall be deemed to include the neuter and each other gender; (ii) words using
the singular or plural number shall also include the plural or singular number,
respectively; (iii) the words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section
references are to the Sections of this Agreement; (iv) the word "including" and
words of similar import when used in this Agreement shall mean "including,
without limitation," unless otherwise specified; (v) "or" is not exclusive; and
(vi) provisions apply to successive events and transactions.
The parties have
participated jointly in the negotiation and drafting of this Agreement with
counsel sophisticated in such transactions.
In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship thereof.
Section 18.
Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF WITH, RESPECT TO ANY ACTION,
LAWSUIT OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT.
Section 19.
Jurisdiction and Venue.
EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT
ANY ACTION, SUIT OR PROCEEDING, AT LAW OR EQUITY, ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY SHALL
EXCLUSIVELY BE BROUGHT IN: (I) ANY FEDERAL COURT OF THE CENTRAL DISTRICT OF
CALIFORNIA OR ANY STATE COURT LOCATED IN LOS ANGELES COUNTY, STATE OF
CALIFORNIA, OR (II) ANY FEDERAL COURT OF THE DISTRICT OF NEW JERSEY OR ANY STATE
COURT LOCATED IN SOMERSET COUNTY, STATE OF NEW JERSEY, AND HEREBY IRREVOCABLY
AND UNCONDITIONALLY EXPRESSLY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF
SUCH COURTS FOR THE PURPOSES THEREOF AND HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES (BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE) ANY AND ALL JURISDICTIONAL,
VENUE AND CONVENIENCE OBJECTIONS OR DEFENSES THAT SUCH PARTY MAY HAVE IN SUCH
ACTION, SUIT OR PROCEEDING.
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS.
NOTHING
HEREIN CONTAINED SHALL BE DEEMED TO AFFECT THE RIGHT OF ANY PARTY TO SERVE
PROCESS IN ANY MANNER PERMITTED BY LAW OR COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST ANY OTHER PARTY IN ANY OTHER JURISDICTION TO ENFORCE
JUDGMENTS OBTAINED IN ANY ACTION, SUIT OR PROCEEDING BROUGHT PURSUANT TO THIS
SECTION.
10
Section 20.
Trial.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR
ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF OR
THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY
UPON SUCH BOND THAT MIGHT, BUT FOR THIS WAIVER, BE