IT BEING INTENDED THAT ALL OF THE RIGHTS AND PRIVILEGES OF THE
PARTIES SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.
(M)
ENTIRE AGREEMENT.
THIS AGREEMENT IS INTENDED BY THE PARTIES HERETO
AS A FINAL EXPRESSION OF THEIR AGREEMENT AND IS INTENDED TO BE A COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO IN
RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN AND THE REGISTRATION RIGHTS
GRANTED BY THE COMPANY WITH RESPECT TO THE REGISTRABLE SECURITIES. EXCEPT AS
PROVIDED IN THE PURCHASE AGREEMENT, THERE ARE NO RESTRICTIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH
29
OR REFERRED TO HEREIN, WITH RESPECT TO THE REGISTRATION RIGHTS GRANTED BY THE
COMPANY WITH RESPECT TO THE REGISTRABLE SECURITIES.
THIS AGREEMENT SUPERSEDES
ALL PRIOR AGREEMENTS AND UNDERTAKINGS AMONG THE PARTIES WITH RESPECT TO SUCH
REGISTRATION RIGHTS.
NO PARTY HERETO SHALL HAVE ANY RIGHTS, DUTIES OR
OBLIGATIONS OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT.
(N)
TERMINATION.
THIS AGREEMENT AND THE OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL TERMINATE UPON THE END OF THE EFFECTIVENESS PERIOD, EXCEPT FOR
ANY LIABILITIES OR OBLIGATIONS UNDER SECTION 4, SECTION 5 OR SECTION 6 HEREOF
AND THE OBLIGATIONS TO MAKE PAYMENTS OF AND PROVIDE FOR ADDITIONAL INTEREST
UNDER SECTION 2(E) HEREOF TO THE EXTENT SUCH ADDITIONAL INTEREST ACCRUES PRIOR
TO THE END OF THE EFFECTIVENESS PERIOD AND TO THE EXTENT ANY OVERDUE ADDITIONAL
INTEREST ACCRUES IN ACCORDANCE WITH THE LAST PARAGRAPH OF SUCH SECTION 2(E),
EACH OF WHICH SHALL REMAIN IN EFFECT IN ACCORDANCE WITH ITS TERMS.
(O)
SUBMISSION TO JURISDICTION.
EXCEPT AS SET FORTH BELOW, NO CLAIM,
COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN
ANY WAY RELATING TO THIS AGREEMENT ("CLAIM") MAY BE COMMENCED, PROSECUTED OR
CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN
THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE JURISDICTION OVER THE
ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE ISSUER HEREBY CONSENTS TO
THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO.
THE
COMPANY AND THE ISSUER HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND
VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO
THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST ANY INITIAL PURCHASER.
THE
COMPANY AND THE ISSUER HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
PROCEEDING (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING
OUT OF OR RELATING TO THIS AGREEMENT.
THE COMPANY AND THE ISSUER AGREES THAT A
FINAL JUDGMENT IN ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE
CONCLUSIVE AND BINDING UPON THE COMPANY OR THE ISSUER AND MAY BE ENFORCED IN ANY
OTHER COURTS IN THE JURISDICTION OF WHICH THE COMPANY OR THE ISSUER IS OR MAY BE
SUBJECT, BY SUIT UPON SUCH JUDGMENT.
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