OF THE PARTIES 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.
THE REMEDIES PROVIDED FOR HEREIN ARE CUMULATIVE
AND ARE NOT EXCLUSIVE OF ANY REMEDIES THAT MAY BE AVAILABLE TO THE PARTIES
HERETO AT LAW, IN EQUITY OR OTHERWISE.
(B)
ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF OR TO ANY PROVISION
OF THIS AGREEMENT, ANY WAIVER OF ANY PROVISION OF THIS AGREEMENT, AND ANY
CONSENT TO ANY DEPARTURE BY ANY PARTY FROM THE TERMS OF ANY PROVISION OF THIS
AGREEMENT, SHALL BE EFFECTIVE (I) ONLY IF IT IS MADE OR GIVEN IN WRITING AND
SIGNED BY ALL OF THE PARTIES HERETO, AND (II) ONLY IN THE SPECIFIC INSTANCE AND
FOR THE SPECIFIC PURPOSE FOR WHICH MADE OR GIVEN.
NO AMENDMENT, SUPPLEMENT OR
MODIFICATION OF OR TO ANY PROVISION OF THIS AGREEMENT, OR ANY WAIVER OF ANY SUCH
PROVISION OR CONSENT TO ANY DEPARTURE BY ANY PARTY FROM THE TERMS OF ANY SUCH
PROVISION MAY BE MADE ORALLY. EXCEPT WHERE NOTICE IS SPECIFICALLY REQUIRED BY
THIS AGREEMENT, NO NOTICE TO OR DEMAND ON THE COMPANY IN ANY CASE SHALL ENTITLE
THE COMPANY TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER
CIRCUMSTANCES.
10.06
Signatures; Counterparts.
Telefacsimile transmissions of any
executed original document and/or retransmission of any executed telefacsimile
transmission shall be deemed to be the same as the delivery of an executed
original.
At the request of any party hereto, the other parties hereto shall
confirm telefacsimile transmissions by executing duplicate original documents
and delivering the same to the requesting Party or Parties.
This Agreement may
be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
10.07
Headings.
The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
10.08
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED IN
ACCORDANCE WITH, AND ENFORCED UNDER, THE LAW OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH
STATE.
27
10.09
JURISDICTION, WAIVER OF JURY TRIAL, ETC.
(A)
EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AGREES THAT THE
ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
CLASS A SHARES, OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND HEREBY EXPRESSLY SUBMITS TO
THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND
EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS ARE