THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
9.13 Consent to Jurisdiction. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY, AND PERFORMANCE, WITHOUT REFERENCE TO ANY RULES RELATING TO CONFLICTS
OF LAWS. AIRTRAN HEREBY IRREVOCABLY AGREES, ACCEPTS, AND SUBMITS ITSELF TO THE
NON-EXCLUSIVE JURISDICTION OF THE STATE OF NEW YORK IN THE CITY AND COUNTY OF
NEW YORK AND OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN
CONNECTION WITH ANY LEGAL ACTION, SUIT, OR PROCEEDING WITH RESPECT TO ANY MATTER
RELATING TO OR
41
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. AIRTRAN HEREBY IRREVOCABLY
CONSENTS AND AGREES THAT THE SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS,
NOTICES, AND DOCUMENTS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT,
ACTION, OR PROCEEDING MAY BE MADE BY DELIVERING COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, AT THE ADDRESS SET FORTH PURSUANT TO SECTION
9.02. AIRTRAN HEREBY AGREES THAT SERVICE UPON IT, OR ANY OF ITS AGENTS, IN EACH
CASE IN ACCORDANCE WITH THIS SECTION 9.13, SHALL CONSTITUTE VALID AND EFFECTIVE
PERSONAL SERVICE UPON AIRTRAN, AND AIRTRAN HEREBY AGREES THAT THE FAILURE OF ANY
OF ITS AGENTS TO GIVE ANY NOTICE OF SUCH SERVICE TO AIRTRAN SHALL NOT IMPAIR OR
AFFECT IN ANY WAY THE VALIDITY OF SUCH SERVICE ON AIRTRAN OR ANY JUDGMENT
RENDERED IN ANY ACTION OR PROCEEDING BASED THEREON. AIRTRAN HEREBY IRREVOCABLY
WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, BY
WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY LEGAL ACTION OR PROCEEDING
BROUGHT HEREUNDER IN ANY OF THE ABOVE-NAMED COURTS, THAT SUCH ACTION OR
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT VENUE FOR THE ACTION OR
PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY ANY
SUCH COURTS. AIRTRAN IRREVOCABLY AND UNCONDITIONALLY AGREES THAT FINAL JUDGMENT
AGAINST IT IN ANY OF THE AFORESAID ACTIONS, SUITS, OR PROCEEDINGS SHALL BE
CONCLUSIVE (SUBJECT TO PERMITTED APPEALS) AND MAY BE ENFORCED IN ANY OTHER
JURISDICTION, WITHIN OR OUTSIDE THE UNITED STATES OF AMERICA, BY SUIT ON THE
JUDGMENT, A CERTIFIED OR EXEMPLIFIED COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE
OF THE FACT AND AMOUNT OF ITS OBLIGATIONS AND LIABILITIES. AIRTRAN REPRESENTS
AND WARRANTS THAT IT HAS REVIEWED THIS SECTION 9.13 WITH ITS LEGAL COUNSEL, AND
THAT IT KNOWINGLY AND VOLUNTARILY ACCEPTS AND AGREES TO THIS SECTION 9.13
FOLLOWING CONSULTATION WITH SUCH LEGAL COUNSEL. THIS SECTION 9.13 IS IRREVOCABLE
AND UNCONDITIONAL, AND SHALL APPLY TO ALL AMENDMENTS, SUPPLEMENTS, AND
MODIFICATIONS TO THIS AGREEMENT.
9.14 Third Party Beneficiary.
Each Indemnitee, together with their respective successors and permitted
assigns, is and shall be deemed an express intended third party beneficiary of
this Agreement and may rely upon the representations, warranties, covenants and
agreements contained in this Agreement and is entitled to enforce this Agreement
directly in its own