IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, TO THE PERSONAL JURISDICTION OF THE AFORESAID COURTS AND AGREES
THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT OTHER THAN THE
AFORESAID COURTS.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AND
AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, COUNTERCLAIM OR OTHERWISE,
IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, (A) ANY CLAIM THAT
IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE NAMED COURTS FOR
ANY REASON OTHER THAN THE FAILURE TO SERVE IN ACCORDANCE WITH THIS SECTION 6.11,
(B) ANY CLAIM THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF
ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER
THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE) AND (C) TO THE
FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, ANY CLAIM THAT (I) THE SUIT,
ACTION OR PROCEEDING IN SUCH COURT IS BROUGHT IN AN INCONVENIENT FORUM, (II) THE
VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER OR (III) THIS AGREEMENT, OR
THE SUBJECT MATER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS.
SECTION 6.12
WAIVER OF JURY TRIAL.
EACH SHAREHOLDER HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT HE, SHE OR IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
EACH SHAREHOLDER
(A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY
SUCH LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
HE, SHE OR IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE CONSIDERATION RECEIVED BY SUCH SHAREHOLDER IN RESPECT OF SUCH
SHAREHOLDER'S OWNED SHARES PURSUANT TO THE TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT.
SECTION 6.13
DRAFTING AND REPRESENTATION.
EACH OF THE PARTIES HAS
PARTICIPATED IN THE DRAFTING AND NEGOTIATION OF THIS AGREEMENT.
IF AN AMBIGUITY
OR QUESTION OF INTENT OR INTERPRETATION ARISES, THIS AGREEMENT MUST BE CONSTRUED
AS IF IT IS DRAFTED BY ALL THE PARTIES, AND NO PRESUMPTION OR BURDEN OF PROOF
SHALL ARISE FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF AUTHORSHIP OF ANY OF
THE PROVISIONS OF THIS AGREEMENT.
SECTION 6.14
CONSTRUCTION.
WHEN A REFERENCE IS MADE IN THIS AGREEMENT
TO AN ARTICLE OR SECTION, SUCH REFERENCE SHALL BE TO AN ARTICLE OR SECTION OF
THIS AGREEMENT UNLESS OTHERWISE INDICATED.
WHENEVER THE WORDS "INCLUDE,"
"INCLUDES" OR "INCLUDING" ARE USED IN THIS AGREEMENT, THEY SHALL BE DEEMED TO BE
FOLLOWED BY THE WORDS "WITHOUT LIMITATION."
THE WORDS "HEREOF," "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER
TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT.