LIMIT THE TERM OR PROVISION, TO DELETE SPECIFIC WORDS OR PHRASES, OR TO
REPLACE ANY INVALID OR UNENFORCEABLE TERM OR PROVISION WITH A TERM OR PROVISIONS
THAT IS VALID AND ENFORCEABLE AND THAT COMES CLOSEST TO EXPRESSING THE INTENTION
OF THE INVALID OR UNENFORCEABLE TERM OR PROVISION, AND THIS AGREEMENT SHALL BE
ENFORCEABLE AS SO MODIFIED.
IN THE EVENT SUCH COURT DOES NOT EXERCISE THE POWER
GRANTED TO IT IN THE PRIOR SENTENCE, THE PARTIES HERETO AGREE TO REPLACE SUCH
INVALID OR UNENFORCEABLE TERM OR PROVISION WITH A VALID AND ENFORCEABLE TERM OR
PROVISION THAT SHALL ACHIEVE, TO THE EXTENT POSSIBLE, THE ECONOMIC, BUSINESS AND
OTHER PURPOSES OF SUCH INVALID OR UNENFORCEABLE TERM.
SECTION 6.10.
COUNTERPARTS AND SIGNATURE.
THIS AGREEMENT MAY BE EXECUTED IN
TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF
WHICH TOGETHER SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT AND SHALL BECOME
EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH OF THE PARTIES HERETO AND
DELIVERED TO THE OTHER PARTIES, IT BEING UNDERSTOOD THAT ALL PARTIES NEED NOT
SIGN THE SAME COUNTERPART.
THIS AGREEMENT MAY BE EXECUTED AND DELIVERED BY
FACSIMILE TRANSMISSION.
SECTION 6.11.
INTERPRETATION.
WHEN REFERENCE IS MADE IN THIS AGREEMENT TO A
SECTION, SUCH REFERENCE SHALL BE TO A SECTION OF THIS AGREEMENT, UNLESS
OTHERWISE INDICATED.
THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
THE LANGUAGE USED IN THIS AGREEMENT SHALL BE
DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES HERETO TO EXPRESS THEIR MUTUAL
INTENT, AND NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED AGAINST ANY PARTY.
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUNS USED IN THIS AGREEMENT SHALL
INCLUDE THE CORRESPONDING MASCULINE, FEMININE OR NEUTER FORMS, AND THE SINGULAR
FORM OF NOUNS AND PRONOUNS SHALL INCLUDE THE PLURAL, AND VICE VERSA.
ANY
REFERENCE TO ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE OR LAW SHALL BE DEEMED
ALSO TO REFER TO ALL RULES AND REGULATIONS PROMULGATED THEREUNDER, UNLESS THE
CONTEXT REQUIRES OTHERWISE.
WHENEVER THE WORDS "INCLUDE", "INCLUDES" OR
"INCLUDING" ARE USED IN THIS AGREEMENT, THEY SHALL BE DEEMED TO BE FOLLOWED BY
THE WORDS "WITHOUT LIMITATION."
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SECTION 6.12.
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS.
EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO
THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE, FOR ANY
ACTION, PROCEEDING OR INVESTIGATION IN ANY COURT OR BEFORE ANY GOVERNMENTAL
AUTHORITY ("LITIGATION") ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND FURTHER AGREES THAT SERVICE OF ANY PROCESS,
SUMMONS, NOTICE OR DOCUMENT BY U.S. MAIL TO ITS RESPECTIVE ADDRESS SET FORTH IN
THIS AGREEMENT SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY LITIGATION BROUGHT
AGAINST IT IN ANY SUCH COURT.
EACH OF