OBLIGATIONS HEREUNDER AND
(B) THE PROVISIONS HEREOF FOR THE BENEFIT OF INDEMNITEES OTHER THAN SPONSOR
SHALL ALSO INURE TO THE BENEFIT OF SUCH OTHER INDEMNITEES AND THEIR SUCCESSORS
AND ASSIGNS.
7.
AMENDMENTS AND WAIVERS. NO AMENDMENT OR WAIVER OF ANY TERM,
PROVISION OR CONDITION OF THIS AGREEMENT WILL BE EFFECTIVE, UNLESS IN WRITING
AND EXECUTED BY EACH OF SPONSOR AND THE COMPANIES. NO WAIVER ON ANY ONE OCCASION
WILL EXTEND TO OR EFFECT OR BE CONSTRUED AS A WAIVER OF ANY RIGHT OR REMEDY ON
ANY FUTURE OCCASION. NO COURSE OF DEALING OF ANY PERSON NOR ANY DELAY OR
OMISSION IN EXERCISING ANY RIGHT OR REMEDY WILL CONSTITUTE AN AMENDMENT OF THIS
AGREEMENT OR A WAIVER OF ANY RIGHT OR REMEDY OF ANY PARTY HERETO.
5
8.
GOVERNING LAW; JURISDICTION.
(A)
CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC SUBSTANTIVE LAWS OF THE STATE OF DELAWARE
WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISION OR RULE THAT
WOULD CAUSE THE APPLICATION OF THE DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER
JURISDICTION.
(B)
CONSENT TO JURISDICTION. EACH OF THE PARTIES AGREES THAT ALL
ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF, BASED UPON OR RELATING TO THIS
AGREEMENT OR THE SUBJECT MATTER HEREOF WILL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE FEDERAL AND STATE COURTS OF THE STATE OF DELAWARE. EACH OF
THE PARTIES HERETO BY EXECUTION HEREOF (I) HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE STATE OF DELAWARE FOR THE
PURPOSE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR BASED UPON THIS
AGREEMENT OR THE SUBJECT MATTER HEREOF AND (II) HEREBY WAIVES TO THE EXTENT NOT
PROHIBITED BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A
DEFENSE OR OTHERWISE, IN ANY SUCH ACTION, SUIT OR PROCEEDING, ANY CLAIM THAT IT
IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT IT
IS IMMUNE FROM EXTRATERRITORIAL INJUNCTIVE RELIEF OR OTHER INJUNCTIVE RELIEF,
THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT ANY
SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR MAINTAINED IN ONE OF THE
ABOVE-NAMED COURTS, THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT OR
MAINTAINED IN ONE OF THE ABOVE-NAMED COURTS SHOULD BE DISMISSED ON GROUNDS OF
FORUM NON CONVENIENS, SHOULD BE TRANSFERRED TO ANY COURT OTHER THAN ONE OF THE
ABOVE-NAMED COURTS, SHOULD BE STAYED BY VIRTUE OF THE PENDENCY OF ANY OTHER
ACTION, SUIT OR PROCEEDING IN ANY COURT OTHER THAN ONE OF THE ABOVE-NAMED
COURTS, OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED
IN OR BY ANY OF THE ABOVE-NAMED COURTS. NOTWITHSTANDING THE FOREGOING, TO THE
EXTENT THAT ANY PARTY HERETO IS OR BECOMES A PARTY IN ANY LITIGATION IN
CONNECTION WITH WHICH IT MAY ASSERT INDEMNIFICATION RIGHTS SET FORTH IN THIS
AGREEMENT, THE COURT IN WHICH SUCH LITIGATION IS BEING HEARD WILL BE DEEMED TO
BE INCLUDED IN CLAUSE