PURCHASER WILL OBTAIN THE APPROVAL OF EACH OTHER BEFORE
ISSUING, OR PERMITTING ANY AGENT OR AFFILIATE TO ISSUE, ANY PRESS RELEASES OR
OTHERWISE MAKING OR PERMITTING ANY AGENT OR AFFILIATE TO MAKE ANY PUBLIC
STATEMENTS WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY; PROVIDED, THAT THIS PROVISION WILL NOT RESTRICT EITHER PARTY FROM
ISSUING ANY
54
PRESS RELEASE OR PUBLIC STATEMENT REQUIRED BY APPLICABLE SECURITIES LAWS OR
APPLICABLE STOCK EXCHANGE RULES OR REGULATIONS.
SECTION 13.8
JURISDICTION.
ANY SUIT, ACTION OR PROCEEDING SEEKING TO ENFORCE
ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN CONNECTION WITH,
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK, IN NEW YORK COUNTY, AND THE FEDERAL COURTS IN
THE SOUTHERN DISTRICT OF NEW YORK.
EACH OF THE PARTIES (I) CONSENTS TO THE
EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS
THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING, (II) IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY
SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (III) WILL NOT ATTEMPT TO
DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE
FROM ANY SUCH COURT, AND (IV) WILL NOT BRING ANY ACTION RELATING TO THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY OTHER
COURT.
PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY
PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY
SUCH COURT; PROVIDED, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE
PURPOSE REFERRED TO IN THIS SECTION 13.8 AND SHALL NOT BE DEEMED TO BE GENERAL
SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER
THAN FOR SUCH PURPOSE.
WITHOUT LIMITING THE FOREGOING, EACH PARTY AGREES THAT
SERVICE OF PROCESS ON SUCH PARTY AS PROVIDED IN SECTION 13.1 WILL BE DEEMED
EFFECTIVE SERVICE OF PROCESS ON SUCH PARTY.
SECTION 13.9
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH WILL BE CONSIDERED ONE AND THE SAME AGREEMENT AND
WILL BECOME EFFECTIVE WHEN ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY EACH OF
THE PARTIES AND DELIVERED TO THE OTHER PARTY.
SECTION 13.10 TABLE OF CONTENTS; HEADINGS.
THE TABLE OF CONTENTS AND HEADINGS
IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND WILL NOT CONTROL OR
AFFECT THE MEANING OR CONSTRUCTION OF ANY PROVISIONS HEREOF.
SECTION 13.11 ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE SCHEDULES AND
EXHIBITS HERETO) AND THE ANCILLARY AGREEMENTS CONSTITUTE THE ENTIRE AGREEMENT
AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.
THIS
AGREEMENT (INCLUDING THE SCHEDULES AND EXHIBITS HERETO) AND THE ANCILLARY
AGREEMENTS SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS,