THE WORD "PERSON" INCLUDES AN INDIVIDUAL, BODY
CORPORATE, PARTNERSHIP, TRUSTEE OR TRUST OR UNINCORPORATED ASSOCIATION,
EXECUTOR, ADMINISTRATOR OR LEGAL REPRESENTATIVE.
WAIVERS AND AMENDMENTS.
THIS AGREEMENT MAY BE AMENDED, MODIFIED, SUPERSEDED,
CANCELLED, RENEWED OR EXTENDED, AND THE TERMS AND CONDITIONS HEREOF MAY BE
WAIVED, IN EACH CASE ONLY BY A WRITTEN INSTRUMENT SIGNED BY ALL PARTIES HERETO,
OR, IN THE CASE OF A WAIVER, BY THE PARTY WAIVING COMPLIANCE.
EXCEPT AS
EXPRESSLY STATED HEREIN, NO DELAY ON THE PART OF ANY PARTY IN EXERCISING ANY
RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL
ANY WAIVER ON THE PART OF ANY PARTY OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER
PRECLUDE ANY OTHER OR FUTURE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE
HEREUNDER.
HEADINGS.
THE DIVISION OF THIS AGREEMENT INTO ARTICLES, SECTIONS, SUBSECTIONS
AND PARAGRAPHS AND THE INSERTION OF HEADINGS ARE FOR CONVENIENCE OF REFERENCE
ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.
LAW GOVERNING THIS AGREEMENT; CONSENT TO JURISDICTION.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
WITH RESPECT TO ANY SUIT,
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR TO THE TRANSACTIONS
CONTEMPLATED HEREBY ("PROCEEDINGS"), EACH PARTY HERETO IRREVOCABLY SUBMITS TO
THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE COUNTY OF NEW YORK, STATE OF NEW
YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE COUNTY OF NEW YORK IN
THE STATE OF NEW YORK.
EACH PARTY HERETO
2
HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) WAIVES TRIAL BY JURY IN ANY
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY RELATED COUNTERCLAIM AND
(B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF
ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT SUCH PROCEEDINGS
HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO
OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE
JURISDICTION OVER SUCH PARTY.
AS BETWEEN THE COMPANY AND THE PURCHASERS, THE
PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ITS
REASONABLE ATTORNEYS' FEES AND COSTS.
IN THE EVENT THAT ANY PROVISION OF THIS
AGREEMENT IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR
UNENFORCEABLE, THEN THE REMAINDER OF THIS AGREEMENT SHALL NOT BE AFFECTED AND
SHALL REMAIN IN FULL FORCE AND EFFECT.
CONSTRUCTION.
EACH PARTY ACKNOWLEDGES THAT ITS LEGAL COUNSEL PARTICIPATED IN
THE PREPARATION OF THIS AGREEMENT AND, THEREFORE, STIPULATES THAT THE RULE OF
CONSTRUCTION THAT AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY
SHALL NOT BE APPLIED IN THE INTERPRETATION OF THIS AGREEMENT TO FAVOR ANY PARTY
AGAINST THE OTHER.
APPOINTMENT OF AND DELIVERIES TO THE ESCROW AGENT
APPOINTMENT.
THE COMPANY AND THE PURCHASERS HEREBY IRREVOCABLY DESIGNATE AND
APPOINT THE ESCROW AGENT AS THEIR ESCROW AGENT FOR THE PURPOSES SET FORTH
HEREIN, AND THE ESCROW AGENT BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT
HEREBY