NEW YORK, AND AGREES THAT SERVICE
OF PROCESS BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS
ADDRESS SPECIFIED PURSUANT TO SECTION 15.01 IS REASONABLY CALCULATED TO GIVE
ACTUAL NOTICE;
(III)
AGREES THAT EACH STATE AND FEDERAL COURT LOCATED IN NEW YORK, NEW
YORK SHALL BE DEEMED TO BE A CONVENIENT FORUM;
(IV)
WAIVES AND AGREES NOT TO ASSERT (BY WAY OF MOTION, AS A DEFENSE OR
OTHERWISE), IN ANY SUCH LEGAL PROCEEDING COMMENCED IN ANY STATE OR FEDERAL COURT
LOCATED IN NEW YORK, NEW YORK, ANY CLAIM THAT SUCH PARTY IS NOT SUBJECT
PERSONALLY TO THE JURISDICTION OF SUCH COURT, THAT SUCH LEGAL PROCEEDING HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH PROCEEDING IS
IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT
BE ENFORCED IN OR BY SUCH COURT; AND
(V)
AGREES TO THE ENTRY OF AN ORDER TO ENFORCE ANY RESOLUTION,
SETTLEMENT, ORDER OR AWARD MADE PURSUANT TO THIS SECTION BY THE STATE AND
FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK AND IN CONNECTION THEREWITH HEREBY
WAIVES, AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE,
ANY CLAIM THAT SUCH RESOLUTION, SETTLEMENT, ORDER OR AWARD IS INCONSISTENT WITH
OR VIOLATIVE OF THE LAWS OR PUBLIC POLICY OF THE LAWS OF THE STATE OF NEW YORK
OR ANY OTHER JURISDICTION.
53
(C)
COSTS AND EXPENSES.
IN THE EVENT OF ANY ACTION OR OTHER
PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF
THIS AGREEMENT, THE PREVAILING PARTY (AS DETERMINED BY THE COURT) SHALL BE
ENTITLED TO PAYMENT BY THE NON-PREVAILING PARTY OF ALL COSTS AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY THE PREVAILING PARTY,
INCLUDING ANY COSTS AND EXPENSES INCURRED IN CONNECTION WITH ANY CHALLENGE TO
THE JURISDICTION OR THE CONVENIENCE OR PROPRIETY OF VENUE OF PROCEEDINGS BEFORE
ANY STATE OR FEDERAL COURT LOCATED IN NEW YORK, NEW YORK.
SECTION 15.08
ASSIGNMENT.
NEITHER PARTY MAY ASSIGN OR TRANSFER, BY
OPERATION OF LAW OR OTHERWISE, ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT TO ANY THIRD PARTY WITHOUT THE OTHER PARTY'S PRIOR WRITTEN CONSENT.
EITHER PARTY MAY FULFILL THEIR RESPECTIVE OBLIGATIONS HEREUNDER BY USING
THIRD-PARTY VENDORS OR SUBCONTRACTORS; PROVIDED, HOWEVER THAT SUCH PARTY SHALL
REMAIN FULLY AND PRIMARILY RESPONSIBLE TO ENSURE THAT SUCH OBLIGATIONS ARE
SATISFIED.
REGAL ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF ASSIGNMENT OR
TRANSFER BY THE SALE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS, THE FAILURE TO
OBTAIN (BY OPERATION OF LAW OR OTHERWISE) AN AGREEMENT IN WRITING BY
ASSIGNEE/TRANSFEREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME
EXTENT AS IF SUCH ASSIGNEE/TRANSFEREE WERE A PARTY HERETO (AN "ASSIGNMENT AND
ASSUMPTION") OF ITS INTEREST IN THIS AGREEMENT IN RESPECT OF SUCH ASSETS AS PART
OF THE SALE SHALL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT SHALL NOT BE ASSIGNABLE BY EITHER
PARTY UNLESS THE ASSIGNEE ENTERS INTO AN ASSIGNMENT AND ASSUMPTION.
A PERMITTED