AN INTENDED THIRD PARTY BENEFICIARY OF THIS AGREEMENT AND IS ENTITLED TO
ENFORCE ANY RIGHTS ESTABLISHED HEREUNDER WITH RESPECT TO SUCH PERMITTED
TRANSFEREE.
(F)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH, WHEN SO EXECUTED AND DELIVERED, SHALL BE DEEMED TO
BE AN ORIGINAL, BUT ALL OF WHICH, TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
(G)
DESCRIPTIVE HEADINGS, ETC.
THE HEADINGS IN THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE
MEANING OF TERMS CONTAINED HEREIN.
UNLESS THE CONTEXT OF THIS AGREEMENT
OTHERWISE REQUIRES: (I) WORDS OF ANY GENDER SHALL BE DEEMED TO INCLUDE EACH
OTHER GENDER; (II) WORDS USING THE SINGULAR OR PLURAL NUMBER SHALL ALSO INCLUDE
THE PLURAL OR SINGULAR NUMBER, RESPECTIVELY; (III) THE WORDS "HEREOF," "HEREIN,"
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER
TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT, AND SECTION AND PARAGRAPH REFERENCES ARE TO THE SECTIONS AND
PARAGRAPHS OF THIS AGREEMENT UNLESS OTHERWISE SPECIFIED; (IV) THE WORD
"INCLUDING" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL MEAN
"INCLUDING, WITHOUT LIMITATION," UNLESS OTHERWISE SPECIFIED; (V) "OR" IS NOT
EXCLUSIVE; (VI) THE WORD "PERSON" WHEN USED IN THIS AGREEMENT SHALL MEAN ANY
INDIVIDUAL, FIRM, PARTNERSHIP, CORPORATION, TRUST, JOINT VENTURE, ASSOCIATION,
JOINT STOCK COMPANY, LIMITED LIABILITY COMPANY, UNINCORPORATED ORGANIZATION OR
ANY OTHER ENTITY OR ORGANIZATION, INCLUDING A GOVERNMENT OR AGENCY OR POLITICAL
SUBDIVISION THEREOF, AND SHALL INCLUDE ANY SUCCESSOR (BY MERGER OR OTHERWISE) OF
SUCH ENTITY; AND (VII) PROVISIONS APPLY TO SUCCESSIVE EVENTS AND TRANSACTIONS.
(H)
SEVERABILITY.
IN THE EVENT THAT ANY ONE OR MORE OF THE PROVISIONS,
PARAGRAPHS, WORDS, CLAUSES, PHRASES OR SENTENCES CONTAINED HEREIN, OR THE
APPLICATION THEREOF IN ANY CIRCUMSTANCES, IS HELD INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT FOR ANY REASON, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF ANY SUCH PROVISION, PARAGRAPH, WORD, CLAUSE, PHRASE OR
SENTENCE IN EVERY OTHER RESPECT AND OF THE OTHER REMAINING PROVISIONS,
PARAGRAPHS, WORDS, CLAUSES, PHRASES OR SENTENCES HEREOF SHALL NOT BE IN ANY WAY
IMPAIRED, IT BEING INTENDED THAT ALL RIGHTS, POWERS AND PRIVILEGES OF THE
PARTIES HERETO SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.
(I)
GOVERNING LAW AND JURISDICTION.
THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT
ANY LEGAL ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
14
AGREEMENT OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY SHALL BE BROUGHT
IN (I) ANY FEDERAL COURT OF THE SOUTHERN DISTRICT OF NEW YORK OR ANY STATE COURT
LOCATED IN NEW YORK COUNTY, STATE OF NEW YORK, (II) ANY FEDERAL COURT OF THE
NORTHERN DISTRICT OF ILLINOIS OR ANY STATE COURT IN COOK COUNTY, STATE OF
ILLINOIS, OR (III) ANY FEDERAL OR STATE COURT IN THE STATE OF DELAWARE, AND