ACTION OR PROCEEDING IS IMPROPER.
EACH PARTY HEREBY
IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING
SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY DEPOSIT WITH A
NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE, TO SUCH PARTY AT THE ADDRESS
FOR SUCH NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL
CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.
NOTHING
CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS
IN ANY MANNER PERMITTED BY LAW.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE
INVALID OR UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY OR
UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE
REMAINDER OF THIS AGREEMENT IN THAT JURISDICTION OR THE VALIDITY OR
ENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT IN ANY OTHER JURISDICTION.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.
F.
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS CONSTITUTE
THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND THEREOF.
THERE ARE NO RESTRICTIONS, PROMISES, WARRANTIES OR
UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN AND THEREIN.
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS SUPERSEDE ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND THEREOF.
G.
SUBJECT TO THE REQUIREMENTS OF SECTION 9, THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE PERMITTED SUCCESSORS AND ASSIGNS
OF EACH OF THE PARTIES HERETO.
H.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE
ONLY AND SHALL NOT FORM PART OF, OR AFFECT THE MEANING OR INTERPRETATION OF,
THIS AGREEMENT.
I.
THIS AGREEMENT AND ANY AMENDMENTS HERETO MAY BE EXECUTED AND
DELIVERED IN TWO OR MORE IDENTICAL 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. THIS AGREEMENT SHALL
BECOME EFFECTIVE AND BINDING UPON EACH PARTY HERETO WHEN COUNTERPARTS HAVE BEEN
SIGNED BY EACH PARTY HERETO AND DELIVERED TO THE OTHER PARTIES HERETO, IT BEING
UNDERSTOOD THAT ALL PARTIES NEED NOT SIGN THE SAME COUNTERPART.
IN THE EVENT
THAT ANY SIGNATURE TO THIS AGREEMENT OR ANY AMENDMENT HERETO IS DELIVERED BY
FACSIMILE TRANSMISSION OR BY E-MAIL DELIVERY OF A ".PDF" FORMAT DATA FILE, SUCH
SIGNATURE SHALL CREATE A VALID AND BINDING OBLIGATION OF THE PARTY EXECUTING (OR
ON WHOSE BEHALF SUCH SIGNATURE IS EXECUTED) WITH THE SAME FORCE AND EFFECT AS IF
SUCH FACSIMILE OR ".PDF" SIGNATURE PAGE WERE AN ORIGINAL THEREOF.
NO PARTY
HERETO SHALL RAISE THE USE OF A FACSIMILE MACHINE OR E-MAIL DELIVERY OF A ".PDF"
FORMAT DATA FILE TO DELIVER