AND EXPENSES INCURRED IN CONNECTION WITH THE
DRAFTING, NEGOTIATION, DUE DILIGENCE AND EXECUTION OF THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREIN AND THEREIN.
THE COMPANY SHALL ALSO REIMBURSE THE INVESTOR FOR ALL LEGAL
FEES AND EXPENSES INCURRED IN CONNECTION WITH THE DRAFTING, NEGOTIATION AND
EXECUTION OF ANY WAIVERS OR AMENDMENTS TO THIS AGREEMENT OR ANY TRANSACTION
DOCUMENT.
SECTION 11.8
GOVERNING LAW.
ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
EACH PARTY AGREES THAT ALL LEGAL
PROCEEDINGS CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND DEFENSE OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENTS
(WHETHER BROUGHT AGAINST A PARTY HERETO OR ITS RESPECTIVE AFFILIATES, DIRECTORS,
OFFICERS, SHAREHOLDERS, EMPLOYEES OR AGENTS) SHALL BE COMMENCED EXCLUSIVELY IN
THE STATE AND FEDERAL COURTS SITTING IN THE STATE OF DELAWARE. EACH PARTY HEREBY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS SITTING IN THE STATE OF DELAWARE FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY
OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE
TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT
IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT
TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER OR IS AN INCONVENIENT VENUE FOR SUCH PROCEEDING. IF EITHER PARTY SHALL
COMMENCE AN ACTION OR PROCEEDING TO ENFORCE ANY PROVISIONS OF THE TRANSACTION
DOCUMENTS, THEN THE PREVAILING PARTY IN SUCH ACTION
35
OR PROCEEDING SHALL BE REIMBURSED BY THE OTHER PARTY FOR ITS REASONABLE
ATTORNEYS' FEES AND OTHER COSTS AND EXPENSES INCURRED WITH THE INVESTIGATION,
PREPARATION AND PROSECUTION OF SUCH ACTION OR PROCEEDING.
SECTION 11.9
TITLES AND HEADINGS; CONSTRUCTION.
THE TITLES AND HEADINGS TO THE
ARTICLES AND SECTIONS HEREIN ARE INSERTED FOR THE CONVENIENCE OF REFERENCE ONLY
AND ARE NOT INTENDED TO BE A PART OF OR TO AFFECT THE MEANING OR INTERPRETATION
OF THIS AGREEMENT.
THIS AGREEMENT SHALL BE CONSTRUED WITHOUT REGARD TO ANY
PRESUMPTION OR OTHER RULE REQUIRING CONSTRUCTION HEREOF AGAINST THE PARTY
CAUSING THIS AGREEMENT TO BE DRAFTED.
SECTION 11.10
BENEFIT.
NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, IS
INTENDED TO CONFER ON ANY PERSON OTHER THAN THE PARTIES HERETO OR THEIR
RESPECTIVE SUCCESSORS OR ASSIGNS, ANY RIGHTS, REMEDIES, OBLIGATIONS OR
LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT.
SECTION 11.11
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AS ORIGINAL AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
SECTION 11.12
PARTIES IN INTEREST.
ALL REPRESENTATIONS, COVENANTS AND
AGREEMENTS CONTAINED IN THIS AGREEMENT BY OR ON BEHALF OF ANY OF THE PARTIES
HERETO SHALL BIND AND INURE TO THE BENEFIT OF AND BE