OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND (II) WAIVES, AND
AGREES NOT TO ASSERT IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT
IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT THE SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF
THE SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH OF THE SELLER AND THE BUYER
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS SET FORTH IN SECTION 7.6 AND
AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS
AND NOTICE THEREOF. NOTHING IN THIS SECTION 7.9 SHALL AFFECT OR LIMIT ANY RIGHT
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
7.11
WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.
7.12
REMEDIES. IN ADDITION TO ANY REMEDIES EITHER PARTY MAY HAVE IN LAW,
EACH PARTY SHALL BE ENTITLED TO APPLY TO ANY COURT OF COMPETENT JURISDICTION
(WITHOUT POSTING BOND OR OTHER SECURITY) TO ENJOIN ANY ACTUAL OR THREATENED
BREACH OR DEFAULT UNDER THIS AGREEMENT AND SHALL ALSO BE ENTITLED TO SEEK
SPECIFIC PERFORMANCE OF THIS AGREEMENT. THE REMEDIES PROVIDED FOR HEREIN ARE
CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY REMEDIES THAT MAY BE AVAILABLE TO ANY
PARTY AT LAW OR IN EQUITY OR OTHERWISE.
7.13
ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS. THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES PERTAINING TO THE SUBJECT
MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS
AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES. NO SUPPLEMENT,
MODIFICATION, AMENDMENT OR WAIVER OF THIS AGREEMENT
11
SHALL BE BINDING UNLESS EXECUTED IN WRITING BY THE PARTY TO BE BOUND THEREBY. NO
WAIVER OF ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED OR SHALL
CONSTITUTE A WAIVER OF ANY OTHER PROVISION HEREOF (WHETHER OR NOT SIMILAR) NOR
SHALL SUCH WAIVER CONSTITUTE A CONTINUING WAIVER UNLESS OTHERWISE EXPRESSLY
PROVIDED.
7.14
INTERPRETATION. THE ARTICLE AND SECTION HEADINGS CONTAINED IN THIS
AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY, DO NOT CONSTITUTE PART OF THIS
AGREEMENT AND SHALL NOT BE DEEMED TO LIMIT OR OTHERWISE AFFECT ANY OF THE
PROVISIONS HEREOF. WHERE A REFERENCE IN THIS AGREEMENT IS MADE TO AN ARTICLE OR
SECTION, SUCH REFERENCE SHALL BE TO AN ARTICLE OR SECTION OF THIS AGREEMENT
UNLESS OTHERWISE INDICATED. WHERE THE REFERENCE "HEREOF," "HEREBY" OR "HEREIN"
APPEARS IN THIS AGREEMENT, SUCH REFERENCE SHALL BE DEEMED TO BE A REFERENCE TO
THIS AGREEMENT AS A WHOLE. WHENEVER THE WORDS "INCLUDE," "INCLUDES" OR
"INCLUDING" ARE USED IN THIS AGREEMENT, THEY SHALL BE DEEMED TO BE FOLLOWED BY
THE WORDS "WITHOUT LIMITATION."
WORDS DENOTING THE SINGULAR INCLUDE THE PLURAL,
AND VICE VERSA, AND REFERENCES