PROVISIONS HEREOF.
THE LANGUAGE USED IN THIS AGREEMENT WILL
BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL
INTENT, AND NO RULES OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
6.6
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND PERMITTED ASSIGNS.
NEITHER THE COMPANY NOR IAPL MAY ASSIGN THIS AGREEMENT OR ANY RIGHTS OR
OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF EACH PURCHASER.
ANY
PURCHASER MAY ASSIGN ANY OR ALL OF ITS RIGHTS UNDER THIS AGREEMENT TO ANY PERSON
TO WHOM SUCH PURCHASER ASSIGNS OR TRANSFERS ANY OF ITS SECURITIES, TO THE EXTENT
OF THE TRANSFERABILITY OF SUCH SECURITIES AND SUBJECT TO SECTION 5.3 OF THIS
AGREEMENT, PROVIDED SUCH TRANSFEREE AGREES IN WRITING TO BE BOUND, WITH RESPECT
TO THE TRANSFERRED SECURITIES, BY THE PROVISIONS HEREOF THAT APPLY TO THE
"PURCHASERS."
6.7
NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED
ASSIGNS AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED
BY, ANY OTHER PERSON.
6.8
FURTHER ASSURANCES. EACH PARTY AGREES TO COOPERATE FULLY WITH THE
OTHER PARTIES AND TO EXECUTE SUCH FURTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS
AND TO GIVE SUCH FURTHER WRITTEN ASSURANCES AS MAY BE REASONABLY REQUESTED BY
ANY OTHER PARTY TO BETTER EVIDENCE AND REFLECT THE TRANSACTIONS DESCRIBED HEREIN
AND CONTEMPLATED HEREBY AND TO CARRY INTO EFFECT THE INTENTS AND PURPOSES OF
THIS AGREEMENT, AND FURTHER AGREES TO TAKE PROMPTLY, OR CAUSE TO BE TAKEN, ALL
ACTIONS, AND TO DO PROMPTLY, OR CAUSE TO BE DONE, ALL THINGS NECESSARY, PROPER
OR ADVISABLE UNDER APPLICABLE LAW TO CONSUMMATE AND MAKE EFFECTIVE THE
TRANSACTIONS CONTEMPLATED HEREBY, TO OBTAIN ALL NECESSARY WAIVERS, CONSENTS AND
APPROVALS, TO EFFECT ALL NECESSARY REGISTRATIONS AND FILINGS, AND TO REMOVE ANY
INJUNCTIONS OR OTHER IMPEDIMENTS OR DELAYS, LEGAL OR OTHERWISE, IN ORDER TO
CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
FOR THE PURPOSE OF SECURING TO THE PARTIES HERETO THE BENEFITS CONTEMPLATED BY
THIS AGREEMENT.
6.9
GOVERNING LAW.
ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THE TRANSACTION DOCUMENTS SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW
THEREOF; PROVIDED, HOWEVER, THAT ALL MATTERS PERTAINING TO THE INTERNAL AFFAIRS
DOCTRINE AS APPLICABLE TO IAPL SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE REPUBLIC OF SINGAPORE.
EACH PARTY HEREBY IRREVOCABLY
SUBMITS TO THE
38
EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS SITTING IN LOS ANGELES, CALIFORNIA,
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH
ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT
TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
THAT IT IS NOT PERSONALLY SUBJECT