SECTION 15.05
CONSTRUCTION.
THE PARTIES HERETO HAVE PARTICIPATED JOINTLY
IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT.
IN THE EVENT AN AMBIGUITY OR
QUESTION OF INTENT OR INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED
AS IF DRAFTED JOINTLY BY THE PARTIES AND NO PRESUMPTION OR BURDEN OF PROOF SHALL
ARISE FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY OF
THE PROVISIONS OF THIS AGREEMENT.
WHENEVER REQUIRED BY THE CONTEXT, ANY PRONOUN
USED IN THIS AGREEMENT SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE OR
NEUTER FORMS, AND THE SINGULAR FORMS OF NOUNS, PRONOUNS, AND VERBS SHALL INCLUDE
THE PLURAL AND VICE VERSA.
REFERENCE TO ANY AGREEMENT, DOCUMENT, OR INSTRUMENT
MEANS SUCH AGREEMENT, DOCUMENT, OR INSTRUMENT AS AMENDED OR OTHERWISE MODIFIED
FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, AND IF APPLICABLE.
THE
USE OF THE WORDS "INCLUDE" OR "INCLUDING" IN THIS AGREEMENT SHALL BE BY WAY OF
EXAMPLE RATHER THAN BY LIMITATION.
THE USE OF THE WORDS "OR," "EITHER" OR "ANY"
SHALL NOT BE EXCLUSIVE.
SECTION 15.06
NON-RECOURSE.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY, IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES
HERETO THAT EACH AND EVERY
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REPRESENTATION, WARRANTY, COVENANT, UNDERTAKING AND AGREEMENT MADE IN THIS
AGREEMENT WAS NOT MADE OR INTENDED TO BE MADE AS A PERSONAL REPRESENTATION,
UNDERTAKING, WARRANTY, COVENANT, OR AGREEMENT ON THE PART OF ANY INDIVIDUAL OR
OF ANY PARTNER, STOCKHOLDER, MEMBER OR OTHER EQUITY HOLDER OF EITHER PARTY
HERETO, AND ANY RECOURSE, WHETHER IN COMMON LAW, IN EQUITY, BY STATUTE OR
OTHERWISE, AGAINST ANY SUCH INDIVIDUAL OR ENTITY IS HEREBY FOREVER WAIVED AND
RELEASED.
SECTION 15.07
GOVERNING LAW; SUBMISSION TO JURISDICTION.
Subject to the provisions of Section 14.02 and the Parties' agreement that the
United Nations Convention on Contracts for the International Sale of Goods shall
not apply to this Agreement and is hereby disclaimed by the Parties:
(A)
GOVERNING LAW.
THIS AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF
ANY JURISDICTION OTHER THAN THE INTERNAL LAWS OF THE STATE OF DELAWARE TO THE
RIGHTS AND DUTIES OF THE PARTIES.
(B)
JURISDICTION.
EACH PARTY HERETO AGREES THAT ANY LEGAL ACTION OR
OTHER LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY
PROVISION OF THIS AGREEMENT SHALL BE BROUGHT OR OTHERWISE COMMENCED EXCLUSIVELY
IN ANY STATE OR FEDERAL COURT LOCATED IN DELAWARE OR IN NEW YORK, NEW YORK.
SUBJECT TO THE PRECEDING SENTENCE, EACH PARTY HERETO:
(I)
EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE
JURISDICTION OF EACH STATE AND FEDERAL COURT LOCATED IN NEW YORK, NEW YORK (AND
EACH APPELLATE COURT LOCATED IN THE STATE OF NEW YORK) IN CONNECTION WITH ANY
SUCH LEGAL PROCEEDING, INCLUDING TO ENFORCE ANY SETTLEMENT, ORDER OR AWARD;
(II)
CONSENTS TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING IN ANY
MANNER PERMITTED BY THE LAWS OF THE STATE OF