APPLICATION TO OR BY ANY SUCH COURT, OR A JUDGE
THEREOF, MAY BE SERVED WITHIN OR WITHOUT SUCH COURT'S JURISDICTION BY REGISTERED
MAIL OR BY PERSONAL SERVICE, PROVIDED THAT A REASONABLE TIME FOR APPEARANCE IS
ALLOWED, AND SELLER AND PURCHASER AGREE THAT SUCH COURTS SHALL HAVE THE
EXCLUSIVE JURISDICTION OVER ANY SUCH SUIT, ACTION OR PROCEEDING COMMENCED BY
EITHER OR BOTH OF SAID PARTIES.
IN FURTHERANCE OF SUCH AGREEMENT, SELLER AND
PURCHASER AGREE UPON THE REQUEST OF THE OTHER PARTY TO DISCONTINUE (OR AGREE TO
THE DISCONTINUANCE OF) ANY SUCH SUIT, ACTION OR PROCEEDING PENDING IN ANY OTHER
JURISDICTION.
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24.5
WAIVER OF VENUE AND INCONVENIENT FORUM CLAIMS.
SELLER AND PURCHASER HEREBY IRREVOCABLY WAIVE ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT BROUGHT IN ANY FEDERAL OR STATE COURT
SITTING IN THE CITY, COUNTY AND STATE OF NEW YORK, AND HEREBY FURTHER
IRREVOCABLY WAIVE ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN ANY INCONVENIENT FORUM.
24.6
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO
WAIVES, IRREVOCABLY AND UNCONDITIONALLY, ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION BROUGHT ON, UNDER, OR BY VIRTUE OF, OR RELATING IN ANY WAY TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY OF THE DOCUMENTS
EXECUTED IN CONNECTION HEREWITH, THE PROPERTY, OR ANY CLAIMS, DEFENSES, RIGHTS
OF SET-OFF OR OTHER ACTIONS PERTAINING HERETO OR TO ANY OF THE FOREGOING.
24.7
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE
BINDING ON THE PERMITTED SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO.
24.8
INVALID PROVISIONS.
IF ANY TERM OR PROVISION OF
THIS AGREEMENT, OR ANY PART OF ANY TERM OR PROVISION, OR THE APPLICATION THEREOF
TO ANY PERSON OR CIRCUMSTANCE SHALL TO ANY EXTENT BE HELD INVALID OR
UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT OR THE APPLICATION OF SUCH TERM
OR PROVISION OR REMAINDER THEREOF TO PERSONS OR CIRCUMSTANCES OTHER THAN THOSE
AS TO WHICH IT IS HELD INVALID AND UNENFORCEABLE SHALL NOT BE AFFECTED THEREBY,
AND EACH TERM AND PROVISION OF THIS AGREEMENT SHALL BE VALID AND ENFORCEABLE TO
THE FULLEST EXTENT PERMITTED BY LAW.
24.9
SCHEDULES AND EXHIBITS.
ALL SCHEDULES AND
EXHIBITS WHICH ARE ANNEXED TO THIS AGREEMENT ARE A PART OF THIS AGREEMENT AND
ARE INCORPORATED HEREIN BY REFERENCE.
24.10
NO OTHER PARTIES.
THE PROVISIONS OF THIS AGREEMENT
ARE FOR THE SOLE BENEFIT OF THE PARTIES TO THIS AGREEMENT AND THEIR SUCCESSORS
AND PERMITTED ASSIGNS, AND SHALL NOT GIVE RISE TO ANY
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RIGHTS BY OR ON BEHALF OF ANYONE OTHER THAN SUCH PARTIES, AND NO PARTY IS
INTENDED TO BE A THIRD PARTY BENEFICIARY HEREOF.
NO PROVISIONS OF THIS
AGREEMENT, OR OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION
HEREWITH, SHALL BE CONSTRUED AS CREATING IN ANY PERSON OR ENTITY OTHER THAN
PURCHASER AND SELLER AND THEIR PERMITTED ASSIGNS ANY RIGHTS OF ANY NATURE
WHATSOEVER.
24.11
INTERPRETATION.
THIS AGREEMENT SHALL BE CONSTRUED