OR EQUITY, THAT THEY MAY HAVE AGAINST EACH
OTHER.
8.5
BINDING EFFECT; ASSIGNMENT.
THE RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
THE RIGHTS AND OBLIGATIONS OF THIS
AGREEMENT MAY NOT BE ASSIGNED BY ANY OF THE PARTIES WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTIES.
16
8.6
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL BUT ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
8.7
HEADINGS.
THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR THE
CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO BE GIVEN ANY LEGAL EFFECT AND SHALL
NOT AFFECT THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
8.8
GOVERNING LAW; INTERPRETATION.
THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS TO BE WHOLLY PERFORMED WITHIN SUCH STATE.
THE
SELLERS AND PURCHASERS HEREBY (I) IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY
NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (II) WAIVE ANY DEFENSE
BASED ON DOCTRINES OF VENUE OR FORUM NON CONVENIENS, OR SIMILAR RULES OR
DOCTRINES, AND (III) IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH AN
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR
FEDERAL COURT.
THE SELLERS AND PURCHASERS HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT.
8.9
SEVERABILITY.
THE PARTIES STIPULATE THAT THE TERMS AND PROVISIONS
OF THIS AGREEMENT ARE FAIR AND REASONABLE AS OF THE DATE OF THIS AGREEMENT.
HOWEVER, IF ANY PROVISION OF THIS AGREEMENT IS DETERMINED BY A COURT OF
COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE, THE REMAINDER OF
THE TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS OF THIS AGREEMENT SHALL REMAIN
IN FULL FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR
INVALIDATED.
IF, MOREOVER, ANY OF THOSE PROVISIONS SHALL FOR ANY REASON BE
DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE BECAUSE
EXCESSIVELY BROAD OR VAGUE AS TO DURATION, GEOGRAPHICAL SCOPE, ACTIVITY OR
SUBJECT, IT SHALL BE CONSTRUED BY LIMITING, REDUCING OR DEFINING IT, SO AS TO BE
ENFORCEABLE.
8.10
BENEFIT.
NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS
INTENDED OR SHALL BE CONSTRUED TO CONFER UPON OR GIVE TO ANY PERSON, FIRM OR
CORPORATION OTHER THAN THE PARTIES HERETO ANY REMEDY OR CLAIM UNDER OR BY REASON
OF THIS AGREEMENT OR ANY TERM, COVENANT OR CONDITION HEREOF, ALL OF WHICH SHALL
BE FOR THE SOLE AND EXCLUSIVE BENEFIT OF THE PARTIES HERETO.
8.11
NON-RECOURSE.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT
TO THE CONTRARY, IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO
THAT NO REPRESENTATION, UNDERTAKING OR AGREEMENT MADE IN THIS AGREEMENT ON THE
PART OF ANY PARTY HERETO