DEEMED OR CONSTRUED AS HAVING BEEN
DRAFTED BY ANY ONE PARTY; EACH OF THE PARTIES HERETO AND ITS COUNSEL HAVE
REVIEWED AND NEGOTIATED THE TERMS AND PROVISIONS OF THIS AGREEMENT (INCLUDING
THE EXHIBITS HERETO, THE DISCLOSURE SCHEDULE) AND HAVE CONTRIBUTED TO ITS
PREPARATION; THE RULE OF CONSTRUCTION TO THE EFFECT THAT ANY AMBIGUITIES ARE
RESOLVED AGAINST THE DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE INTERPRETATION
OF THIS AGREEMENT; THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED
FAIRLY AS TO ALL PARTIES HERETO AND NOT IN FAVOR OF OR AGAINST ANY PARTY,
REGARDLESS OF WHICH PARTY WAS GENERALLY RESPONSIBLE FOR THE PREPARATION OF THIS
AGREEMENT.
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ARTICLE VIII
MISCELLANEOUS
8.1
MODIFICATION OR AMENDMENT.
THE PARTIES
HERETO MAY MODIFY OR AMEND THIS AGREEMENT BY A WRITTEN AGREEMENT, SPECIFICALLY
REFERRING TO THIS AGREEMENT, EXECUTED AND DELIVERED BY DULY AUTHORIZED OFFICERS
OF THE SELLERS, THE BUYER AND ADI.
8.2
GOVERNING LAW; WAIVER OF JURY TRIAL.
(A)
THIS AGREEMENT SHALL BE DEEMED TO BE MADE
IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN
ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
(B)
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT (I) 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, (II) EACH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 8.2.
8.3
CONSENT TO JURISDICTION.
EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF CALIFORNIA LOCATED IN THE COUNTY OF LOS ANGELES FOR THE
PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT TO SUCH ACTION OR
PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY 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.
8.4
NOTICES.
ANY NOTICE, REQUEST, INSTRUCTION
OR OTHER DOCUMENT TO BE GIVEN HEREUNDER BY ANY PARTY TO THE OTHERS SHALL BE IN
WRITING AND DELIVERED PERSONALLY OR SENT BY EXPRESS MAIL OR EQUIVALENT OVERNIGHT
COURIER SERVICE, PREPAID, OR BY FACSIMILE:
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if to the Buyer to:
ARTISTdirect,