OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH, WHEN
TAKEN TOGETHER, SHALL BE DEEMED TO BE ONE AGREEMENT.
THIS AGREEMENT AND ANY
AMENDMENT HERETO, TO THE EXTENT SIGNED AND DELIVERED BY MEANS OF A FACSIMILE
MACHINE OR VIA ELECTRONIC MAIL OF A .PDF OR .TIF OR SIMILAR FILE FORMAT, SHALL
BE TREATED IN ALL MANNER AND RESPECTS AS AN ORIGINAL AGREEMENT OR INSTRUMENT AND
SHALL BE CONSIDERED TO HAVE THE SAME BINDING LEGAL EFFECT AS IF IT WERE THE
ORIGINAL SIGNED VERSION THEREOF DELIVERED IN PERSON.
AT THE REQUEST OF ANY
PARTY, EACH PARTY SHALL RE-EXECUTE ORIGINAL FORMS THEREOF AND DELIVER THEM TO
ALL PARTIES.
NO PARTY SHALL RAISE THE USE OF A FACSIMILE MACHINE OR ELECTRONIC
MAIL OF A .PDF OR .TIF OR SIMILAR FILE FORMAT TO DELIVER A SIGNATURE, OR THE
FACT THAT ANY SIGNATURE OR AGREEMENT OR INSTRUMENT WAS TRANSMITTED OR
COMMUNICATED THROUGH THE USE OF A FACSIMILE MACHINE OR VIA ELECTRONIC MAIL OF A
.PDF OR .TIF OR SIMILAR FILE FORMAT, AS A DEFENSE TO THE FORMATION OR
ENFORCEABILITY OF THIS AGREEMENT, AND EACH PARTY FOREVER WAIVES ANY SUCH
DEFENSE.
EACH OF THE PARTIES ACKNOWLEDGES RECEIPT OF A FULLY-EXECUTED COPY OF
THIS AGREEMENT.
10.2
GOVERNING LAW; JURISDICTION; WAIVER; SERVICE.
(A)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE
TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
(B)
JURISDICTION.
THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF
DELAWARE IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND HEREBY
IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION MAY AND SHALL BE
HEARD AND DETERMINED IN SUCH STATE OR FEDERAL COURT.
THE PARTIES HERETO
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO, THE DEFENSE
OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING AND ANY
RIGHTS THEY MAY HAVE TO TRANSFER OR CHANGE VENUE OF SUCH ACTION OR PROCEEDING.
THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY LAW, THAT FINAL AND
UNAPPEALABLE JUDGMENT AGAINST ANY OF THEM IN ANY ACTION OR PROCEEDING
CONTEMPLATED ABOVE SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER
JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES BY SUIT ON THE JUDGMENT, A
CERTIFIED COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND AMOUNT OF
SUCH JUDGMENT.
47
(C)
WAIVER OF IMMUNITY.
TO THE EXTENT THAT ANY PARTY HERETO HAS
OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF
OR ITS PROPERTY, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
10.3
SERVICE OF PROCESS.
EACH PARTY HEREBY (I) CONSENTS TO SERVICE OF
PROCESS IN ANY ACTION BETWEEN THE PARTIES ARISING IN WHOLE OR IN