will be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.
17.13
Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York.
17.14
Consent to Jurisdiction and Service of Process. EACH PARTY
CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
COUNTY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR
PROCEEDINGS RELATING TO THIS AGREEMENT OR THE OPERATIVE AGREEMENTS MAY BE
LITIGATED IN SUCH COURTS. EACH PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH
ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
THE PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT; PROVIDED, THAT EACH PARTY
HERETO WHOSE ADDRESS SPECIFIED IN THIS AGREEMENT IS OUTSIDE OF THE UNITED STATES
HEREBY DESIGNATES, APPOINTS AND EMPOWERS EITHER (I) ARM (AT THE ADDRESS
SPECIFIED IN THIS AGREEMENT) IN THE CASE OF SELLERS OR (II) PURCHASER (AT THE
ADDRESS SPECIFIED IN THIS AGREEMENT) IN THE CASE OF PURCHASERS AND THE BUSINESS
SUBSIDIARIES), IN EACH CASE AS ITS TRUE AND LAWFUL AGENT FOR SERVICE OF PROCESS
TO RECEIVE AND ACCEPT ON ITS BEHALF SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN ANY COURT LOCATED IN THE STATE OF NEW YORK. NOTHING
HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY PARTY HERETO TO
SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS,
SUITS OR PROCEEDINGS AGAINST ANY OF THE OTHER PARTIES HERETO IN SUCH OTHER
JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED BY ANY APPLICABLE LAW.
17.15
Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OPERATIVE AGREEMENT. EACH
PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER
INTO THIS AGREEMENT, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS
AGREEMENT AND THE OPERATIVE AGREEMENTS. EACH OF THE PARTIES WARRANTS AND
REPRESENTS THAT EACH HAS HAD THE OPPORTUNITY TO REVIEW THIS JURY WAIVER WITH
LEGAL COUNSEL AND EACH KNOWINGLY AND VOLUNTARILY WAIVES IT JURY TRIAL RIGHTS.
17.16
Construction. The parties hereto agree