BINDING UPON THE SUCCESSORS AND PERMITTED ASSIGNS OF EACH OF THE
PARTIES.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH
WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
(E)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED IN NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAWS.
(F)
SEVERABILITY.
EACH PROVISION OF THIS AGREEMENT SHALL BE
CONSIDERED SEVERABLE, AND IF FOR ANY REASON ANY PROVISION THAT IS NOT ESSENTIAL
TO THE EFFECTUATION OF THE BASIC PURPOSES OF THE AGREEMENT IS DETERMINED BY A
COURT OF COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE UNDER EXISTING OR
FUTURE APPLICABLE LAW, SUCH INVALIDITY SHALL NOT IMPAIR THE OPERATION OF OR
AFFECT THOSE PROVISIONS OF THIS AGREEMENT THAT ARE VALID.
IN THAT CASE, THIS
AGREEMENT SHALL BE CONSTRUED SO AS TO LIMIT ANY TERM OR PROVISION SO AS TO MAKE
IT ENFORCEABLE OR VALID WITHIN THE REQUIREMENTS OF ANY APPLICABLE LAW, AND IN
THE EVENT SUCH TERM OR PROVISION CANNOT BE SO LIMITED, THIS AGREEMENT SHALL BE
CONSTRUED TO OMIT SUCH INVALID OR UNENFORCEABLE PROVISIONS.
(G)
ENTIRE AGREEMENT.
THIS AGREEMENT IS INTENDED BY THE PARTIES AS A
FINAL EXPRESSION OF THEIR AGREEMENT AND INTENDED TO BE A COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO IN RESPECT OF
THE SUBJECT MATTER CONTAINED HEREIN.
THERE ARE NO REPRESENTATIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN
WITH RESPECT TO THE REGISTRATION RIGHTS GRANTED BY THE COMPANY HEREBY.
(H)
JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE
STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WAIVES ANY OBJECTION TO VENUE
IN THE COUNTY AND STATE OF NEW YORK, OR SUCH DISTRICT, AND AGREES THAT SERVICE
OF ANY SUMMONS, COMPLAINT, NOTICE OR OTHER PROCESS RELATING TO SUCH PROCEEDING
MAY BE EFFECTED IN THE MANNER PROVIDED BY CLAUSE (B)(II) OF THIS SECTION 7.
(I)
CONSTRUCTION.
AS USED IN THIS AGREEMENT, UNLESS THE CONTEXT
OTHERWISE REQUIRES (I) REFERENCES TO "SECTIONS" ARE TO SECTIONS OF THIS
AGREEMENT, (II) "HEREOF", "HEREIN",
"HEREUNDER" AND COMPARABLE TERMS REFER TO THIS AGREEMENT IN ITS ENTIRETY AND NOT
TO ANY PARTICULAR PART OF THIS AGREEMENT, (III) THE SINGULAR INCLUDES THE PLURAL
AND THE MASCULINE, FEMININE AND NEUTRAL GENDER EACH INCLUDES THE OTHER, (IV)
"INCLUDING" OR "INCLUDES" SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT
LIMITATION", AND (V) HEADINGS OF THE VARIOUS SECTIONS AND SUBSECTIONS ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE GIVEN ANY EFFECT FOR PURPOSES OF