signature page
shall be deemed an original.
Section 6.8 Successors and Assigns. All covenants and agreements contained
herein shall be binding upon, and inure to the benefit of the parties hereto and
their respective heirs, executors, representatives, successors and permitted
assigns, as applicable, all as herein provided. Any request, notice, direction,
consent, waiver or other instrument or action by a party hereto shall bind the
successors and assigns of such party.
Section 6.9 Entire Agreement. This Agreement, together with the schedules and
exhibits hereto, contains a final and complete integration of all prior
expressions by the parties hereto with respect to the subject matter hereof and
shall constitute the entire agreement among the parties hereto with respect to
the subject matter hereof, superseding all previous oral statements and other
writings with respect thereto.
Section 6.10 References.
All references to Schedules, Exhibits and Sections
refer to Schedules, Exhibits and Schedules of this Agreement.
Section 6.11 Governing Law; Waiver of Jury Trial.
(a)
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS THEREOF. THE PARTIES HERETO HEREBY DECLARE THAT IT IS THEIR
INTENTION THAT THIS AGREEMENT SHALL BE REGARDED AS MADE UNDER THE LAWS OF THE
STATE OF NEW YORK AND THAT THE LAWS OF SAID STATE SHALL BE APPLIED IN
INTERPRETING ITS PROVISIONS IN ALL CASES WHERE LEGAL INTERPRETATION SHALL BE
REQUIRED. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES (A) TO BE SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK AND OF THE FEDERAL COURTS SITTING IN THE STATE OF NEW YORK, AND (B) (1) TO
THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE
STATE OF NEW YORK, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF NEW YORK AS
SUCH PARTY'S AGENT FOR ACCEPTANCE OF LEGAL PROCESS, AND (2) THAT, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, SERVICE OF PROCESS MAY ALSO BE MADE ON SUCH
PARTY BY PREPAID CERTIFIED MAIL WITH A PROOF OF MAILING RECEIPT VALIDATED BY THE
UNITED STATES POSTAL SERVICE CONSTITUTING EVIDENCE OF VALID SERVICE, AND THAT
SERVICE MADE PURSUANT TO (B) (1) OR (2) ABOVE SHALL, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, HAVE THE SAME LEGAL FORCE AND EFFECT AS IF SERVED
UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF NEW YORK.
(b)
THE PARTIES HERETO EACH HEREBY WAIVE TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
ANY DISPUTE, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED
WITH, RELATING OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto hereby have caused this Asset
Contribution Agreement to be executed by their respective officers thereunto
duly authorized as of the date and year first above written.
Contributor
/s/ Amanda Godin
Amanda Godin
BIOLOG, INC.,
as