Binding Effect and Assignment. Except as otherwise provided in this
Agreement, no Party hereto shall assign this Agreement or any rights or
obligations hereunder without the prior written consent of the other Party
hereto and any such attempted assignment without such prior written consent
shall be void and of no force and effect. This Agreement shall inure to the
benefit of and shall be binding upon the successors and permitted assigns of the
Parties hereto.
10.7 Governing Law; Venue; Waiver of Jury Trial.
(a) THIS AGREEMENT, AND ALL QUESTIONS RELATING TO ITS VALIDITY,
INTERPRETATION, PERFORMANCE AND ENFORCEMENT (INCLUDING, WITHOUT LIMITATION,
PROVISIONS CONCERNING LIMITATIONS OF ACTION), SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUSIVE OF THE CONFLICT
OF LAW PROVISIONS THEREOF) APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE.
(b) THE PARTIES (i) AGREE AND CONSENT TO THE JURISDICTION OF THE COURT
OF CHANCERY OF THE STATE OF DELAWARE; (ii) ACKNOWLEDGE THAT SUCH COURT SHALL
CONSTITUTE PROPER AND CONVENIENT FORUM FOR THE RESOLUTION OF ANY ACTIONS AMONG
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF; AND (iii) AGREE THAT SUCH
COURT SHALL BE THE SOLE AND EXCLUSIVE FORUM FOR THE RESOLUTION OF ANY ACTIONS
AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(c) THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE
FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.
10.8 Section Headings. The section headings contained in this Agreement are
inserted for convenience of reference only and shall not affect the meaning or
interpretation of this Agreement.
10.9 Severability. If for any reason whatsoever, any one or more of the
provisions hereof shall be held or deemed to be illegal, inoperative,
unenforceable or invalid as applied to any particular case or in all cases, such
circumstances shall not have the effect of rendering such provision illegal,
inoperative, unenforceable or invalid in any other case or of rendering any of
the other provisions hereof illegal, inoperative, unenforceable or invalid.
Furthermore, in lieu of each such illegal, invalid, unenforceable or inoperative
provision, there shall be added automatically, as part of this Agreement, a
provision similar in terms of such illegal, invalid,
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unenforceable or inoperative provision as may be possible and as shall be legal,
valid, enforceable and operative.
10.10 Drafting. The Parties acknowledge and confirm that they and/or their
respective attorneys have participated jointly in the review and revision of
this Agreement and that it has not been written solely by any one Party or
counsel for any one Party. The Parties therefore stipulate and agree that the
rule of construction to the effect that any ambiguities are to be or may be
resolved against the drafting Party shall not be employed in the interpretation
of this Agreement to favor any Party against another.
10.11 References. The use of the words "hereof," "herein," "hereunder,"
"herewith," "hereto," "hereby," and words