conflicts of law provisions thereof.
Section 9.11
Submission to Jurisdiction. Subject to Section 2.3, each party
to this Agreement hereby submits to the exclusive jurisdiction of (a) the United
States District Court for the Southern District of New York sitting in the
Borough of Manhattan or (b) if such court does not have jurisdiction, any state
court located in the Borough of Manhattan, including in the case of subclauses
(a) and (b) above, any appellate courts therefrom (the "New York Courts") for
any dispute arising out of or relating to this Agreement or the breach,
termination or validity thereof or any transactions contemplated by this
Agreement. Each party to this Agreement hereby irrevocably and unconditionally
waives, to the fullest extent permitted by Law, any objection that it may now or
hereafter have to the laying of the venue of any such proceedings brought in
such court. Each of the parties hereto irrevocably and unconditionally waives
and agrees not to plead or claim in any such court (i) that it is not personally
subject to the jurisdiction of the New York Courts for any reason other than the
failure to serve process in accordance with applicable Law, (ii) that it or its
property is exempt or immune from jurisdiction of the New York Courts or from
any legal process commenced in the New York Courts (whether through service of
notice, attachment prior to judgment, attachment in aid of execution of
judgment, execution of judgment or otherwise), and (iii) to the fullest extent
permitted by applicable Law that (A) the suit, action or proceeding in the New
York Courts is brought in an inconvenient forum, (B) the venue of such suit,
action or proceeding is improper and (C) this Agreement, or the subject matter
hereof, may not be enforced in or by the New York Courts.
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Section 9.12
WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES
THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
BREACH, TERMINATION OR VALIDITY THEREOF OR ANY TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NEITHER THE
OTHER PARTY HERETO NOR ITS REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY HERETO
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY
HERETO MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HERETO HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS OF THIS SECTION 9.12. ANY PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF THE PARTIES HERETO TO