Agreement to any particular Law
shall be deemed to refer also to any rules and regulations promulgated under
that Law.
References to a Person also refer to its predecessors and permitted
successors and assigns.
The headings and subheadings in this Agreement are
included for convenience and identification only and are in no way intended
10
TO DESCRIBE, INTERPRET, DEFINE OR LIMIT THE SCOPE, EXTENT OR INTENT OF THIS
AGREEMENT OR ANY PROVISION HEREOF.
SECTION 6.3
SURVIVAL.
THE REPRESENTATIONS
AND WARRANTIES CONTAINED IN THIS AGREEMENT SHALL SURVIVE THE REDEMPTION DATE.
SECTION 6.4
NO THIRD-PARTY BENEFICIARIES.
EXCEPT AS EXPRESSLY PROVIDED, THIS AGREEMENT IS NOT INTENDED TO CONFER ANY
RIGHTS OR REMEDIES UPON ANY PERSON OTHER THAN THE PARTIES TO THIS AGREEMENT.
SECTION 6.5
GOVERNING LAW.
THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE (THE JURISDICTION OF INCORPORATION OF THE COMPANY), WITHOUT REGARD TO
THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW.
SECTION 6.6
SUBMISSION TO JURISDICTION.
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR FOR RECOGNITION AND ENFORCEMENT
OF ANY JUDGMENT IN RESPECT HEREOF BROUGHT BY ANOTHER PARTY HERETO OR ITS
SUCCESSORS OR ASSIGNS SHALL BE BROUGHT IN THE DELAWARE CHANCERY COURT TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND, TO THE EXTENT NOT SO PERMITTED,
IN ANY FEDERAL OR STATE COURT SITTING IN THE STATE OF DELAWARE, AND EACH OF THE
PARTIES HERETO HEREBY (I) IRREVOCABLY SUBMITS WITH REGARD TO ANY SUCH ACTION OR
PROCEEDING FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, TO THE EXCLUSIVE PERSONAL JURISDICTION OF THE AFORESAID COURTS
IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY, (II) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH
PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT
AND (III) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED HEREBY IN ANY COURT OTHER THAN THE AFORESAID
COURTS.
ANY SERVICE OF PROCESS TO BE MADE IN SUCH ACTION OR PROCEEDING MAY BE
MADE BY DELIVERY OF PROCESS IN ACCORDANCE WITH THE NOTICE PROVISIONS CONTAINED
IN SECTION 6.8.
Section 6.7
WAIVER OF JURY TRIAL.
EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE,
EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO
THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION,
(B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY
MAKES