9.6Governing Law; Consent to Jurisdiction.
THIS AGREEMENT WILL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE
REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES
OF CONFLICT OF LAWS,
EXCEPT TO THE EXTENT THE LAWS OF THE STATE IN WHICH THE
APPLICABLE PROPERTY IS LOCATED NECESSARILY APPLY, IN WHICH CASE THE LAWS OF SUCH
STATE SHALL APPLY TO SUCH LIMITED EXTENT.
EACH OF BUYER AND THE SELLER PARTIES
HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE SOLE AND
EXCLUSIVE JURISDICTION OF THE CHANCERY COURTS OF THE STATE OF DELAWARE AND OF
THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE (THE "DELAWARE
COURTS") FOR ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE
NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED HEREBY (AND AGREES NOT TO COMMENCE
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ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), WAIVES AN OBJECTION TO
THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE DELAWARE COURTS AND AGREES NOT
TO PLEAD OR CLAIM IN ANY DELAWARE COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH OF THE PARTIES HERETO AGREES (A) TO
THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE
STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS
SUCH PARTY'S AGENT FOR ACCEPTANCE OF LEGAL PROCESS, AND (B) THAT SERVICE OF
PROCESS MAY ALSO BE MADE ON SUCH PARTY BY PREPAID CERTIFIED MAIL WITH A PROOF OF
MAILING RECEIPT VALIDATED BY THE UNITED STATES POSTAL SERVICE CONSTITUTING
EVIDENCE OF VALID SERVICE.
SERVICE MADE PURSUANT TO (A) OR (B) ABOVE SHALL HAVE
THE SAME LEGAL FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN
THE STATE OF DELAWARE.
9.7Waiver of Jury Trial.
TO THE EXTENT PERMITTED BY LAW, THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.
9.8Assignment.
Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned or delegated, in whole or in
part, by operation of law or otherwise by any of the parties hereto without the
prior written consent of the other parties.
Notwithstanding the foregoing,
Buyer may designate one or more affiliates to which the Interests will be
assigned at the Closing, provided that such affiliates are controlled by,
control, or are under common control with, Buyer, and Buyer will continue to
remain primarily liable under this Agreement notwithstanding any such
designation.
In the event Buyer intends to designate any such affiliates to be
the assignees of the Interests at Closing, Buyer shall send Seller Parties
written notice of same at least five (5) Business Days prior to the Closing
Date, which notice shall include the legal name and signature block of the
proposed assignee.
This Agreement will be binding upon, inure to the benefit
of, and be