SUBJECT OF THE LITIGATIONS.
NEITHER THE HEXION PARTIES NOR THE APOLLO PARTIES
SHALL MAKE OR KNOWINGLY ENCOURAGE ANY OTHER PERSON TO MAKE, ANY PUBLIC OR
PRIVATE STATEMENT, WHETHER WRITTEN OR ORAL, THAT DISPARAGES, DEFAMES, IS
DEROGATORY ABOUT, OR MISREPRESENTS THE RIGHTS OF HUNTSMAN IN CONNECTION WITH THE
MATTERS ALLEGED IN OR THAT ARE THE SUBJECT OF THE LITIGATIONS. NOTHING HEREIN
PREVENTS ANY PARTY FROM TAKING ANY POSITION OR MAKING ANY STATEMENT IN THE
LITIGATIONS.
11.
ANNOUNCEMENT OF SETTLEMENT.
IMMEDIATELY
FOLLOWING THE EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF HUNTSMAN, HEXION
AND APOLLO SHALL ISSUE A PRESS RELEASE ANNOUNCING THE EXECUTION OF THIS
AGREEMENT, WHICH PRESS RELEASES SHALL BE SUBJECT TO THE PRIOR REVIEW AND
APPROVAL OF THE OTHER PARTIES.
OTHER THAN AS A PARTY MAY DETERMINE IS NECESSARY
TO RESPOND TO ANY LEGAL OR REGULATORY PROCESS OR
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PROCEEDING OR TO GIVE APPROPRIATE TESTIMONY OR FILE ANY NECESSARY DOCUMENTS IN
ANY LEGAL OR REGULATORY PROCEEDING OR AS MAY BE REQUIRED BY LAW, EACH OF THE
PARTIES WILL USE ITS COMMERCIALLY REASONABLE EFFORTS NOT TO MAKE ANY PUBLIC
STATEMENTS (INCLUDING IN ANY FILING WITH THE SEC OR ANY OTHER REGULATORY OR
GOVERNMENTAL AGENCY, INCLUDING ANY STOCK EXCHANGE) THAT ARE INCONSISTENT WITH,
OR OTHERWISE CONTRARY TO, THE JOINTLY APPROVED STATEMENTS IN THE PRESS
RELEASE(S) ISSUED PURSUANT TO THIS PARAGRAPH 11.
12.
CHOICE OF LAW.
THIS AGREEMENT AND ALL MATTERS
ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND ALL TRANSACTIONS AND EVENTS
CONTEMPLATED HEREBY OR THEREBY, SHALL BE GOVERNED BY, AND CONSTRUED, PERFORMED,
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT
GIVING EFFECT TO ITS CONFLICTS OR CHOICE OF LAW RULES.
13.
JURISDICTION.
ANY ACTION OR PROCEEDING
ASSERTING ANY CLAIM OF ANY KIND BETWEEN THE PARTIES OR BROUGHT BY ANY PARTY IN
ANY WAY ARISING FROM OR RELATED TO, OR TO ENFORCE, THIS AGREEMENT OR ANY TERM
HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE COURT OF CHANCERY OF THE STATE OF
DELAWARE OR, IF THAT COURT LACKS JURISDICTION, THE SUPERIOR COURT OF THE STATE
OF DELAWARE.
THE PARTIES UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN
ANY SUCH ACTION OR PROCEEDING.
14.
GENERAL PROVISIONS.
(A)
NO THIRD PARTY BENEFICIARIES.
EXCEPT AS
PROVIDED IN PARAGRAPHS 5, 6, 7 AND 8 OF THIS AGREEMENT, NOTHING IN THIS
AGREEMENT IS INTENDED TO OR SHALL BE CONSTRUED TO GIVE TO ANY PERSON OR ENTITY,
OTHER THAN THE PARTIES, ANY LEGAL OR EQUITABLE RIGHT, REMEDY, OR CLAIM UNDER OR
IN RESPECT OF THIS AGREEMENT OR ANY PROVISIONS CONTAINED HEREIN.
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(B)
ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
THIS AGREEMENT SHALL NOT BE ASSIGNABLE EXCEPT BY OPERATION OF LAW OR BY MUTUAL
WRITTEN CONSENT OF THE PARTIES.
ANY ASSIGNMENT IN DEROGATION OF THIS PROVISION
SHALL BE NULL AND VOID.
(C)
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION AND TERM OF THIS
AGREEMENT SHALL BE INTERPRETED IN SUCH A MANNER AS TO BE VALID AND ENFORCEABLE.