ANY STATE OR FEDERAL
COURT SITTING IN HOUSTON, TEXAS, IN ANY ACTION ARISING OUT OF OR RELATING TO
THIS AGREEMENT AND AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION MAY BE HEARD
AND DETERMINED IN ANY SUCH COURT.
EACH PARTY ALSO AGREES NOT TO BRING ANY
ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT.
NOTHING
IN THIS Section 8.7 WILL AFFECT THE RIGHT OF ANY PARTY TO BRING ANY ACTION
ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT.
EACH PARTY
AGREES THAT A FINAL JUDGMENT IN ANY ACTION SO BROUGHT WILL BE CONCLUSIVE AND MAY
BE ENFORCED BY ACTION ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED AT LAW OR
IN EQUITY. EACH PARTY WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE
MAINTENANCE OF ANY ACTION SO BROUGHT AND WAIVES ANY BOND, SURETY, OR OTHER
SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO.
(b)
EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
TO SUCH PARTY AT THE ADDRESS OF SUCH PARTY SET FORTH IN OR DESIGNATED PURSUANT
TO SECTION 12(M) OR BY ANY OTHER MEANS PERMITTED BY THE LAWS OF THE STATE OF
TEXAS.
(c)
THE PARTIES EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO
JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
OTHER AGREEMENTS RELATING HERETO. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL
ENCOMPASSING OF ANY AND ALL ACTION THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE
PARTIES EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO
A BUSINESS RELATIONSHIP AND THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN
THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT
IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE
WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. IN THE
EVENT OF AN ACTION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY
A COURT.
13
Section 8.8
Amendments and Waivers.
No amendment of any provision of
this Agreement shall be valid unless the same shall be in writing and signed by
each Party.
A waiver or consent, express or implied, to or of any breach or
default by any Person in the performance by that Person of its obligations is
not a consent or waiver to