ARTICLE VIII, A PERSON'S "REPRESENTATIVES" SHALL NOT INCLUDE SUCH PERSON'S
STOCKHOLDERS OR MEMBERS.
ARTICLE IX.
MISCELLANEOUS
SECTION 9.1
ASSIGNMENT; BINDING EFFECT.
THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER ARE NOT ASSIGNABLE OR
OTHERWISE TRANSFERABLE UNLESS SUCH ASSIGNMENT OR TRANSFER IS CONSENTED TO IN
WRITING BY BOTH PURCHASERS AND SGC; PROVIDED, HOWEVER, THAT PURCHASERS MAY
ASSIGN ANY RIGHTS (BUT NOT OBLIGATIONS) UNDER THIS AGREEMENT TO ANY AFFILIATE
(INCLUDING, SUBJECT TO THE PROVISIONS OF SECTION 2.5, ANY DESIGNATED PURCHASER)
OF ANY PURCHASER AND FOR COLLATERAL SECURITY PURPOSES TO ANY PERSON PROVIDING
FINANCING FOR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SUBJECT TO THE
121
PRECEDING SENTENCE, THIS AGREEMENT AND ALL THE PROVISIONS HEREOF SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS. ANY ATTEMPTED ASSIGNMENT IN VIOLATION OF THIS
SECTION 9.1 SHALL BE NULL AND VOID AND OF NO EFFECT.
SECTION 9.2
CHOICE OF LAW.
THIS AGREEMENT AND ALL DISPUTES ARISING
HEREUNDER OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY AND ALL MATTERS
ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER (WHETHER IN CONTRACT, TORT OR
OTHERWISE) TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 9.3
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING
OUT OF OR RELATED IN ANY WAY WHATSOEVER (WHETHER IN CONTRACT, TORT OR OTHERWISE)
TO THIS AGREEMENT OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 9.4
CONSENT TO JURISDICTION AND SERVICE OF PROCESS.
ALL
JUDICIAL ACTIONS BROUGHT AGAINST THE PARTIES ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR ANY OBLIGATIONS HEREUNDER, SHALL BE BROUGHT IN ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, COUNTY OF NEW
YORK.
BY EXECUTING AND DELIVERING THIS AGREEMENT, THE PARTIES IRREVOCABLY: (A)
ACCEPT GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF
THESE COURTS; (B) WAIVE ANY OBJECTIONS WHICH SUCH PARTY MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN THE FIRST
SENTENCE OF THIS SECTION 9.4 AND HEREBY FURTHER IRREVOCABLY WAIVE AND AGREE NOT
TO PLEAD OR CLAIM IN ANY SUCH COURT THAT SUCH ACTION BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; (C) AGREE THAT SERVICE OF ALL PROCESS
IN ANY SUCH ACTION IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT THEIR RESPECTIVE ADDRESSES
PROVIDED IN ACCORDANCE WITH SECTION 9.5; AND (D) AGREE THAT SERVICE AS PROVIDED
IN SECTION 9.4(C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH
PARTY IN ANY SUCH ACTION IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE
AND BINDING SERVICE IN EVERY RESPECT.
SECTION 9.5
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER
COMMUNICATIONS UNDER THIS