or at such other addresses and facsimile numbers as may be furnished
in writing in accordance with this Section 9.
Date of service of such notice
shall be (x) the date such notice is personally delivered, (y) one (1) Business
Day after the date of delivery to the overnight courier if sent by overnight
courier or (z) the next succeeding Business Day after transmission by facsimile.
The Escrow Agent shall be entitled to rely on such original or amended schedule
until it is provided with a new schedule.
.
10.
Entire Agreement.
This Escrow Agreement (and among the parties hereto other
than the Escrow Agent, the Purchase Agreement) sets forth the entire
understanding of the parties hereto, and supersedes and preempts all prior oral
or written understandings and agreements with respect to the subject matter
hereof, and shall not be modified or affected by any offer, proposal, statement
or representation, oral or written, made by or for any party hereto in
connection with the negotiation of the terms hereof.
11.
Governing Law.
THIS ESCROW AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO HEREUNDER SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY,
INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO ITS RULES OF CONFLICTS OF LAW.
12.
Consent to Jurisdiction; Forum Selection; Waiver of Jury Trial.
(a)
THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION
WITH THIS ESCROW AGREEMENT SHALL BE TRIED AND LITIGATED EXCLUSIVELY IN THE
FEDERAL COURTS LOCATED IN WILMINGTON, DELAWARE.
THE AFOREMENTIONED CHOICE OF
VENUE IS INTENDED BY THE PARTIES TO BE MANDATORY AND NOT PERMISSIVE IN NATURE,
THEREBY PRECLUDING THE POSSIBILITY OF LITIGATION BETWEEN THE PARTIES HERETO WITH
RESPECT TO OR ARISING OUT OF THIS ESCROW AGREEMENT IN ANY JURISDICTION OTHER
THAN THOSE SPECIFIED IN THIS SECTION 12. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO ASSERT
THE DOCTRINE OF FORUM NON-CONVENIENS OR SIMILAR DOCTRINE OR TO OBJECT TO VENUE
WITH RESPECT TO ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION 12, AND
STIPULATES THAT THE FEDERAL COURTS LOCATED IN WILMINGTON,
8
DELAWARE SHALL HAVE IN PERSONAM JURISDICTION AND VENUE OVER SUCH PARTY FOR THE
PURPOSE OF LITIGATING ANY DISPUTE, CONTROVERSY OR PROCEEDING ARISING OUT OF OR
RELATED TO THIS ESCROW AGREEMENT.
EACH PARTY HERETO HEREBY AUTHORIZES AND
ACCEPTS SERVICE OF PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION
AGAINST IT AS CONTEMPLATED BY THIS SECTION 12 BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO ITS ADDRESS FOR THE GIVING OF
NOTICES AS SET FORTH IN THIS ESCROW AGREEMENT, OR IN THE MANNER SET FORTH IN
SECTION 9 OF THIS ESCROW AGREEMENT FOR THE GIVING OF NOTICE. ANY FINAL JUDGMENT
RENDERED AGAINST A PARTY HERETO IN ANY ACTION OR PROCEEDING SHALL BE CONCLUSIVE
AS TO THE SUBJECT OF SUCH FINAL JUDGMENT AND MAY BE ENFORCED IN OTHER
JURISDICTIONS IN ANY MANNER PROVIDED BY LAW.
(b)
EACH OF THE PARTIES HERETO