to the benefit of and be enforceable by, the parties hereto
and their respective permitted successors and assigns.
Any purported sale,
conveyance, assignment, disposition, pledge, hypothecation or transfer in
violation of Section 9.6(a) or Section 9.6(b) shall be null and void.
Section 9.7Amendment and Waiver.
(a)This Agreement may be amended, modified or supplemented only in a writing
signed by each of the parties hereto.
Any provision of this Agreement may be
waived only in a writing signed by the party hereto granting such waiver.
(b)No failure or delay on the part of any party hereto in exercising any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or
remedy.
No course of dealing between the parties hereto shall be effective to
amend, modify, supplement or waive any provision of this Agreement.
Section 9.8Entire Agreement. This Agreement and any Schedules and Exhibits
annexed hereto constitute the entire understanding between the parties hereto
with respect to the subject matter hereof and supersede all other understandings
and negotiations with respect thereto.
Section 9.9No Third Party Beneficiaries. This Agreement is for the sole benefit
of the Seller and the Buyer and their permitted successors and assigns and
nothing herein expressed or implied shall give or be construed to give to any
Person, other than the parties hereto and such successors and assigns, any legal
or equitable rights hereunder.
Section 9.10Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without giving effect to any
choice or conflict of law provision or rule that would cause the application of
the laws of any other jurisdiction.
Section 9.11JURISDICTION; VENUE.
(a)EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS RESPECTIVE PROPERTY AND ASSETS, TO THE EXCLUSIVE JURISDICTION
OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA
SITTING IN NEW YORK COUNTY, NEW YORK, AND ANY APPELLATE COURT THEREOF, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, AND THE BUYER AND
THE SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
SUCH FEDERAL COURT.
THE BUYER AND THE SELLER HEREBY AGREE THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
APPLICABLE LAW.
EACH OF THE BUYER AND THE SELLER HEREBY SUBMITS TO THE
EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF SUCH NEW YORK STATE AND FEDERAL
COURTS.
THE BUYER AND THE SELLER AGREE, TO THE FULLEST EXTENT