SECTION 11.10
GOVERNING LAW; JURISDICTION; 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 THE CONFLICTS OF LAW PRINCIPLES OF SUCH
STATE.
(B)
WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
(EACH, A "PROCEEDING"), EACH PARTY IRREVOCABLY (I) AGREES AND CONSENTS TO BE
SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK OR ANY NEW YORK STATE COURT SITTING IN
NEW YORK CITY AND (II) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE
LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM
THAT SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER
WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT
DOES NOT HAVE ANY JURISDICTION OVER SUCH PARTY. THE FOREGOING CONSENT TO
JURISDICTION SHALL NOT CONSTITUTE GENERAL CONSENT TO SERVICE OF PROCESS IN THE
STATE OF NEW YORK FOR ANY PURPOSE EXCEPT AS PROVIDED ABOVE AND SHALL NOT BE
DEEMED TO CONFER RIGHTS ON ANY PERSON OTHER THAN THE RESPECTIVE PARTIES TO THIS
AGREEMENT.
77
EACH OF SELLER AND PURCHASER IRREVOCABLY AGREES THAT SERVICE OF ANY PROCESS,
SUMMONS, NOTICE OR DOCUMENT BY UNITED STATES REGISTERED MAIL TO SUCH PARTY'S
ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION,
SUIT OR PROCEEDING IN NEW YORK WITH RESPECT TO ANY MATTERS FOR WHICH IT HAS
SUBMITTED TO JURISDICTION PURSUANT TO THIS SECTION 11.10(B).
(C)
EACH OF PURCHASER AND SELLER HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR DISPUTES RELATING HERETO. EACH OF PURCHASER AND SELLER (I) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT
AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.10(C).
(D)
THE PARTIES AGREE THAT THE PREVAILING PARTY OR PARTIES, AS THE CASE MAY
BE, IN ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT SHALL BE
ENTITLED TO REIMBURSEMENT OF ALL COSTS OF LITIGATION, INCLUDING REASONABLE
ATTORNEYS' FEES, FROM THE NON-PREVAILING PARTY. FOR PURPOSES OF THIS
SECTION 11.10(D), EACH OF THE "PREVAILING PARTY" AND THE "NON-PREVAILING PARTY"
IN ANY SUIT, ACTION OR PROCEEDING SHALL BE THE PARTY DESIGNATED AS SUCH BY THE
COURT OR OTHER APPROPRIATE OFFICIAL PRESIDING OVER SUCH SUIT, ACTION OR
PROCEEDING, SUCH DETERMINATION TO BE MADE AS A PART OF THE JUDGMENT RENDERED
THEREBY.
SECTION 11.11
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS,