WRITTEN CONSENT OF THE OTHER.
"ASSIGNMENT"
SHALL HAVE THE MEANING DEFINED IN SECTION 202(A)(1) OF THE ADVISERS ACT AND
REGULATIONS AND RELEASES ISSUED PURSUANT THERETO.
NO ASSIGNMENT WILL BE DEEMED
TO RESULT FROM CHANGES IN THE MEMBERSHIP OF THE INVESTMENT ADVISER EXCEPT AS
PROVIDED IN THE ADVISERS ACT.
THE INVESTMENT ADVISER SHALL NOTIFY THE COMPANY
OF CHANGES IN ITS MEMBERSHIP WITHIN A REASONABLE TIME.
20.
GOVERNING LAW.
EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS
AGREEMENT, THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICT OF LAWS
RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS
AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.
10
21.
CONSENT TO JURISDICTION.
EACH OF THE PARTIES HEREBY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED
WITHIN THE STATE OF NEW YORK WITH RESPECT TO ANY DISPUTE WHICH MAY ARISE UNDER
THIS AGREEMENT AND EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF SUCH DISPUTE OR ANY SUIT, ACTION OR PROCEEDING RELATED THERETO
SHALL BE HEARD AND DETERMINED IN SUCH COURTS.
EACH OF THE PARTIES HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
DISPUTE WHICH MAY ARISE UNDER THIS AGREEMENT BROUGHT IN ANY SUCH COURT OR ANY
DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE.
EACH OF THE
PARTIES AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
EACH OF THE PARTIES HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION
OR PROCEEDING BY DELIVERY OF A COPY THEREOF IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 23.
22.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT
ANY DISPUTE WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY
HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO
ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS
CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES
THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 22.
23.
NOTICES.
(A)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, ALL
COMMUNICATIONS UNDER THIS AGREEMENT MUST BE IN WRITING AND WILL BE DEEMED DULY
GIVEN AND RECEIVED WHEN DELIVERED PERSONALLY, UPON CONFIRMATION OF RECEIPT WHEN
SENT