BY REASON OF THIS AGREEMENT.
SECTION 9.10.
CURRENCY.
UNLESS
OTHERWISE SPECIFIED IN THIS AGREEMENT, ALL REFERENCES TO CURRENCY, MONETARY
VALUES AND DOLLARS SET FORTH HEREIN SHALL MEAN UNITED STATES (U.S.) DOLLARS AND
ALL PAYMENTS HEREUNDER SHALL BE MADE IN UNITED STATES DOLLARS.
SECTION 9.11.
SPECIFIC
PERFORMANCE.
EACH OF THE PARTIES HERETO AGREES THAT IRREPARABLE DAMAGE WOULD
OCCUR IN THE EVENT ANY PROVISION OF THIS AGREEMENT WERE NOT PERFORMED IN
ACCORDANCE WITH THE TERMS HEREOF AND THAT THE PARTIES HERETO SHALL BE ENTITLED
TO SEEK SPECIFIC PERFORMANCE OF THE TERMS HEREOF, IN ADDITION TO ANY OTHER
REMEDY AT LAW OR EQUITY.
SECTION 9.12.
GOVERNING LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
ALL ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT
SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN ANY UNITED STATES FEDERAL COURT
SITTING IN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT IF SUCH FEDERAL COURT
DOES NOT HAVE JURISDICTION OVER SUCH ACTION, SUCH ACTION SHALL BE HEARD
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AND DETERMINED EXCLUSIVELY IN ANY DELAWARE STATE COURT.
CONSISTENT WITH THE
PRECEDING SENTENCE, THE PARTIES HERETO HEREBY (A) SUBMIT TO THE EXCLUSIVE
JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN DELAWARE FOR THE PURPOSE
OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT BY ANY PARTY
HERETO AND (B) IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT BY WAY OF MOTION,
DEFENSE, OR OTHERWISE, IN ANY SUCH ACTION, ANY CLAIM THAT IT IS NOT SUBJECT
PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS
EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE ACTION IS BROUGHT IN AN
INCONVENIENT FORUM, THAT THE VENUE OF THE ACTION IS IMPROPER, OR THAT THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MAY NOT BE ENFORCED
IN OR BY ANY OF THE ABOVE-NAMED COURTS.
SECTION 9.13.
WAIVER OF JURY
TRIAL.
EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH OF THE
PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.13.
SECTION 9.14.
COUNTERPARTS.
THIS
AGREEMENT MAY BE EXECUTED AND DELIVERED (INCLUDING BY FACSIMILE TRANSMISSION OR
OTHER ELECTRONIC MEANS) IN COUNTERPARTS, AND BY THE DIFFERENT PARTIES HERETO IN
SEPARATE COUNTERPARTS, EACH OF WHICH WHEN EXECUTED SHALL BE DEEMED TO BE AN
ORIGINAL, BUT ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
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IN