PROVIDE CPE LLC A FINAL INVOICE SHOWING ANY PRORATED AMOUNT OF THE SERVICES FEE
TO BE RETURNED TO CPE LLC AND THE OUTSTANDING REIMBURSABLE COSTS DUE TO CPE. THE
BALANCE OWED TO CPE OR CPE LLC, AS APPLICABLE, SHALL BE PAID BY THE OTHER PARTY
WITHIN FIFTEEN DAYS FOLLOWING
8
RECEIPT OF THE FINAL INVOICE.
6.5.
SURVIVAL.
THE PROVISIONS SET FORTH IN SECTIONS 5, 6.3, 6.4 AND 7
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
7.
MISCELLANEOUS.
7.1.
GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.
(A)
THIS AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE INTERNAL LAWS OF THE STATE OF NEW YORK TO THE RIGHTS
AND DUTIES OF THE PARTIES.
(B)
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO
SUBMIT TO THE SOLE AND EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IF SUCH COURT DOES NOT HAVE
SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK SITTING
IN NEW YORK COUNTY (THE "NEW YORK COURTS") FOR ANY LEGAL ACTION OR OTHER LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE NEGOTIATION,
VALIDITY OR PERFORMANCE OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED
THEREBY (AND AGREES NOT TO COMMENCE ANY LEGAL ACTION OR OTHER LEGAL PROCEEDING
RELATING THERETO EXCEPT IN SUCH COURTS), INCLUDING TO ENFORCE ANY SETTLEMENT,
ORDER OR AWARD.
EACH PARTY HERETO:
(I)
CONSENTS TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING IN ANY
MANNER PERMITTED BY THE LAWS OF THE STATE OF NEW YORK, AND ALSO AGREES THAT
SERVICE OF PROCESS BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT
ITS ADDRESS SPECIFIED PURSUANT TO SECTION 7.2 IS SUFFICIENT AND REASONABLY
CALCULATED TO GIVE ACTUAL NOTICE;
(II)
AGREES THAT THE NEW YORK COURTS SHALL BE DEEMED TO BE A
CONVENIENT FORUM; AND
(III)
WAIVES AND AGREES NOT TO ASSERT (BY WAY OF MOTION, AS A DEFENSE
OR OTHERWISE), IN ANY SUCH LEGAL PROCEEDING COMMENCED IN THE NEW YORK COURTS
THAT SUCH PARTY IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURT,
THAT SUCH LEGAL PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, THAT THE
VENUE OF SUCH PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT
MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT.
(C)
IN THE EVENT OF ANY ACTION OR OTHER PROCEEDING RELATING TO THIS
AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT, THE PREVAILING
PARTY (AS DETERMINED BY THE COURT) SHALL BE ENTITLED TO PAYMENT BY THE
NON-PREVAILING PARTY OF ALL COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES) INCURRED BY THE PREVAILING PARTY, INCLUDING ANY COSTS AND EXPENSES
INCURRED IN CONNECTION WITH ANY CHALLENGE TO THE JURISDICTION OR THE CONVENIENCE
OR PROPRIETY OF VENUE OF PROCEEDINGS BEFORE THE NEW YORK COURTS.
9
(D)