BE NULL AND VOID.
SUBJECT TO THE PRECEDING SENTENCE, THIS AGREEMENT SHALL BE BINDING UPON, INURE
TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
(H)
INTERPRETATION.
WHEN REFERENCE IS MADE IN
THIS AGREEMENT TO A SECTION, SUCH REFERENCE SHALL BE TO A SECTION OF THIS
AGREEMENT, UNLESS OTHERWISE INDICATED.
THE HEADINGS CONTAINED IN THIS AGREEMENT
ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT IN ANY WAY THE
MEANING OR INTERPRETATION OF THIS AGREEMENT.
THE LANGUAGE USED IN THIS
AGREEMENT SHALL BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES HERETO TO
EXPRESS THEIR MUTUAL INTENT, AND NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED
AGAINST ANY PARTY.
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUNS USED IN THIS
AGREEMENT SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE OR NEUTER FORMS,
AND THE SINGULAR FORM OF NOUNS AND PRONOUNS SHALL INCLUDE THE PLURAL, AND VICE
VERSA.
ANY REFERENCE TO ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE OR LAW
SHALL BE DEEMED ALSO TO REFER TO ALL RULES AND REGULATIONS PROMULGATED
THEREUNDER, UNLESS THE CONTEXT REQUIRES OTHERWISE.
WHENEVER THE WORDS
"INCLUDE," "INCLUDES" OR "INCLUDING" ARE USED IN THIS AGREEMENT, THEY SHALL BE
DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT LIMITATION."
NO SUMMARY OF THIS
AGREEMENT PREPARED BY THE PARTIES SHALL AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
(I)
SUBMISSION TO JURISDICTION.
EACH OF THE
PARTIES TO THIS AGREEMENT (I) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL
JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF DELAWARE IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (II) AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH
5
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT, (III) AGREES
THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION
OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT AND (IV) AGREES NOT TO BRING ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY OTHER COURT.
EACH OF THE
PARTIES HERETO WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF
ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY OR OTHER
SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO.
ANY
PARTY HERETO MAY MAKE SERVICE ON ANOTHER PARTY BY SENDING OR DELIVERING A COPY
OF THE PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS AND IN THE MANNER
PROVIDED FOR THE GIVING OF NOTICES IN SECTION 8(E).
NOTHING IN THIS SECTION,
HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.
(J)
WAIVER OF JURY TRIAL.
EACH OF THE
BUYER, THE COMPANY AND EACH STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT