6.8
WAIVERS AND EXTENSIONS.
ANY PARTY ENTITLED TO BENEFITS UNDER THIS
AGREEMENT MAY WAIVE ANY RIGHT, BREACH OR DEFAULT WHICH SUCH PARTY HAS THE RIGHT
TO WAIVE;
PROVIDED, THAT SUCH WAIVER WILL NOT BE EFFECTIVE AGAINST THE WAIVING
PARTY UNLESS IT IS IN WRITING, IS SIGNED BY SUCH PARTY, AND SPECIFICALLY REFERS
TO THIS AGREEMENT.
WAIVERS MAY BE MADE IN ADVANCE OR AFTER THE RIGHT WAIVED HAS
ARISEN OR THE BREACH OR DEFAULT WAIVED HAS OCCURRED.
ANY WAIVER MAY BE
CONDITIONAL.
NO WAIVER OF ANY BREACH OF ANY AGREEMENT OR PROVISION HEREIN
CONTAINED SHALL BE DEEMED A WAIVER OF ANY PRECEDING OR SUCCEEDING BREACH THEREOF
NOR OF ANY OTHER AGREEMENT OR PROVISION HEREIN CONTAINED.
NO WAIVER OR
EXTENSION OF TIME FOR PERFORMANCE OF ANY OBLIGATIONS OR ACTS SHALL BE DEEMED A
WAIVER OR EXTENSION OF THE TIME FOR PERFORMANCE OF ANY OTHER OBLIGATIONS OR
ACTS.
6.9
REMEDIES CUMULATIVE.
IF THE COMPANY FAILS TO OBSERVE OR PERFORM
ANY COVENANT OR AGREEMENT TO BE OBSERVED OR PERFORMED UNDER THIS AGREEMENT, THE
SHAREHOLDER MAY PROCEED TO PROTECT AND ENFORCE ITS RIGHTS BY SUIT IN EQUITY OR
ACTION AT LAW, WHETHER FOR SPECIFIC PERFORMANCE OF ANY TERM CONTAINED IN THIS
AGREEMENT OR FOR AN INJUNCTION AGAINST THE BREACH OF ANY SUCH TERM OR IN AID OF
THE EXERCISE OF ANY POWER GRANTED IN THIS AGREEMENT OR TO ENFORCE ANY OTHER
LEGAL OR EQUITABLE RIGHT, OR TO TAKE ANY ONE OR MORE OF SUCH ACTIONS, WITHOUT
BEING REQUIRED TO POST A BOND.
NONE OF THE RIGHTS, POWERS OR REMEDIES CONFERRED
UNDER THIS AGREEMENT SHALL BE MUTUALLY EXCLUSIVE, AND EACH SUCH RIGHT, POWER OR
REMEDY SHALL BE CUMULATIVE AND IN ADDITION TO ANY OTHER RIGHT, POWER OR REMEDY,
WHETHER CONFERRED BY THIS AGREEMENT OR NOW OR HEREAFTER AVAILABLE AT LAW, IN
EQUITY, BY STATUTE OR OTHERWISE.
6.10
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO
CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF DELAWARE,
WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH
PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT
14
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
THE COMPANY AND THE
SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE JURISDICTION
OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF DELAWARE, IN ANY ACTION
ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREE THAT ALL CLAIMS IN RESPECT
OF THE ACTION MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND AGREE NOT TO
BRING ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER
COURT.
IN ANY ACTION, THE COMPANY AND THE SHAREHOLDER IRREVOCABLY AND
UNCONDITIONALLY WAIVE AND AGREE NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR
OTHERWISE ANY CLAIMS THAT IT IS NOT SUBJECT TO THE JURISDICTION OF THE ABOVE
COURT, THAT SUCH ACTION IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF
SUCH ACTION IS IMPROPER.
WITHOUT LIMITING