AFTER POSTING IT; AND
8.2.3
SENT BY FAX, WHEN CONFIRMATION OF ITS TRANSMISSION HAS BEEN
RECORDED BY THE SENDER'S FAX MACHINE.
8.3
THE ADDRESS REFERRED TO IN CLAUSE 8.1.3 IS:
Name of party
Address
Fax No.
Marked for the
attention of
John Alsop
Global House
Isle of Man
Business Park
Douglas
Isle of Man
British Isles
+44 1624 661 656
Sellers' Representative
With a copy to
Brodies LLP
15 Atholl
Crescent
Edinburgh
EH3 8HA
+44 131 228 3878
Mr Iain Young/Mr Grant Campbell
MediCor
4560 Decatur
Boulevard
Suite 300
Las Vegas
Nevada
89103-5253
USA
+1 70 2932 4563
Mr Donald K. McGhan
9.
GOVERNING LAW AND JURISDICTION
9.1
THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE
WITH ENGLISH LAW.
9.2
THE PARTIES IRREVOCABLY AGREE THAT THE COURTS OF ENGLAND HAVE
EXCLUSIVE JURISDICTION TO SETTLE ANY DISPUTE ARISING FROM OR CONNECTED WITH THIS
AGREEMENT (A "DISPUTE") INCLUDING A DISPUTE REGARDING THE EXISTENCE, VALIDITY OR
TERMINATION OF THIS AGREEMENT OR THE CONSEQUENCES OF ITS NULLITY.
9.3
THE PARTIES AGREE THAT THE COURTS OF ENGLAND ARE THE MOST
APPROPRIATE AND CONVENIENT COURTS TO SETTLE ANY DISPUTE AND, ACCORDINGLY, THAT
THEY WILL NOT ARGUE TO THE CONTRARY.
9.4
THE PARTIES AGREE THAT THE DOCUMENTS WHICH START ANY PROCEEDINGS AND
ANY OTHER DOCUMENTS REQUIRED TO BE SERVED IN RELATION TO THOSE PROCEEDINGS MAY
BE SERVED ON JA
7
IN ACCORDANCE WITH CLAUSE 8.
THESE DOCUMENTS MAY, HOWEVER, BE SERVED IN ANY
OTHER MANNER ALLOWED BY LAW.
THIS CLAUSE APPLIES TO ALL PROCEEDINGS WHEREVER
STARTED.
9.5
MEDICOR IRREVOCABLY APPOINTS BIOSIL LIMITED OF TOURNAMENT WAY,
IVANHOE INDUSTRIAL ESTATE, OFF SMISBY ROAD, ASHBY DE LA ZOUCH, LEICESTERSHIRE
(THE "AGENT") OR SUCH OTHER PERSON IN ENGLAND AND WALES AS MEDICOR MAY FROM TIME
TO TIME NOMINATE IN WRITING TO JA AS AGENT TO ACCEPT PROCESS IN ENGLAND IN ANY
LEGAL ACTION OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
AND THE DOCUMENTS TO BE ENTERED INTO PURSUANT TO IT.
9.6
MEDICOR IRREVOCABLY AGREES THAT ANY CLAIM, JUDGEMENT, OR OTHER
NOTICE PROCESS OR ANY WRITTEN COMMUNICATION IN CONNECTION WITH THIS AGREEMENT OR
THE DOCUMENTS TO BE ENTERED INTO PURSUANT TO IT SHALL BE SUFFICIENTLY AND
EFFECTIVELY SERVED ON IT IF DELIVERED TO THE AGENT FOR THE TIME BEING AT THE UK
ADDRESS NOTIFIED TO JA WHETHER OR NOT FORWARDED TO OR RECEIVED BY MEDICOR.
9.7
IF THE AGENT CEASES TO BE ABLE TO ACT AS SUCH OR CEASES TO HAVE AN
OFFICE IN ENGLAND WHERE PROCESS OR WRITTEN COMMUNICATIONS MAY BE SERVED, IN
EITHER CASE FOR ANY REASON WHATEVER, OR MEDICOR ELECTS TO REPLACE SUCH AGENT,
MEDICOR IRREVOCABLY AGREES TO APPOINT A NEW PROCESS AGENT IN ENGLAND ACCEPTABLE
TO THE SELLERS' REPRESENTATIVE (ACTING REASONABLY) AND TO DELIVER TO THE
SELLERS' REPRESENTATIVE WITHIN 14 DAYS A COPY OF WRITTEN ACCEPTANCE OF
APPOINTMENT BY THE PROCESS AGENT, SOME OTHER PERSON OR PERSONS RESIDENT IN
ENGLAND OR WALES AS ITS AGENT FOR THE PURPOSES OF THIS CLAUSE AND FORTHWITH TO
NOTIFY THE SELLERS' REPRESENTATIVE IN WRITING