REQUIREMENTS OF THIS SECTION 5.1.
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ARTICLE VI
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
6.1
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. THE
REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN SHALL SURVIVE THE
CLOSING INDEFINITELY.
ARTICLE VII
MISCELLANEOUS
7.1
SEVERABILITY. IF ANY PROVISION OF THIS AGREEMENT IS HELD BY A
COURT OF COMPETENT JURISDICTION TO BE INVALID, ILLEGAL OR UNENFORCEABLE, SUCH
PROVISION SHALL BE SEVERED AND ENFORCED TO THE EXTENT POSSIBLE OR MODIFIED IN
SUCH A WAY AS TO MAKE IT ENFORCEABLE, AND THE INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY THEREOF SHALL NOT AFFECT THE VALIDITY, LEGALITY OR
ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS AGREEMENT.
7.2
GOVERNING LAW. THIS AGREEMENT AND EACH OF THE OTHER ACQUISITION
DOCUMENTS WHICH DOES NOT EXPRESSLY SET FORTH APPLICABLE LAW SHALL BE GOVERNED BY
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK.
7.3
CONSENT TO JURISDICTION. EACH OF SELLER AND BUYER HEREBY CONSENTS
TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK
COUNTY, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL BE LITIGATED IN SUCH COURTS. EACH OF SELLER AND BUYER EXPRESSLY
SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY
DEFENSE OF FORUM NON CONVENIENS. EACH OF SELLER AND BUYER HEREBY WAIVES PERSONAL
SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS
MAY BE MADE UPON SELLER OR BUYER, AS APPLICABLE, BY CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SELLER OR BUYER, AS APPLICABLE, AT
THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE
TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
7.4
WAIVER OF JURY TRIAL. BUYER AND SELLER HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT AND THE OTHER ACQUISITION DOCUMENTS. BUYER AND
SELLER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A
BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS
AGREEMENT AND THE OTHER ACQUISITION DOCUMENTS AND THAT EACH WILL CONTINUE TO
RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. BUYER AND SELLER WARRANT
AND REPRESENT THAT EACH HAS
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HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT
EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
7.5
NOTICES. ANY NOTICE OR OTHER COMMUNICATION REQUIRED SHALL BE IN
WRITING ADDRESSED TO THE RESPECTIVE PARTY AS SET FORTH BELOW AND MAY BE
PERSONALLY SERVED, SENT BY E-MAIL, TELECOPIED, SENT BY OVERNIGHT COURIER SERVICE
OR U.S. MAIL AND SHALL BE DEEMED TO HAVE BEEN GIVEN: (A) IF DELIVERED IN PERSON,
WHEN DELIVERED; (B) IF DELIVERED BY FAX, ON THE DATE OF TRANSMISSION IF
TRANSMITTED ON A BUSINESS DAY BEFORE 4:00 P.M. NEW YORK TIME; (C) IF SENT BY
E-MAIL, BY THE SENDER'S RECEIPT OF AN E-MAIL