5.10
GOVERNING LAW.
THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION
(WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO
THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT,
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED IN
THAT STATE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
ALL
ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE
HEARD AND DETERMINED EXCLUSIVELY IN THE COURT OF CHANCERY OF THE STATE OF
DELAWARE.
THE PARTIES HEREBY (A) SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH
COURT FOR THE PURPOSE OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT
BROUGHT BY ANY PARTY HERETO, (B) AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH COURT, (C) AGREE NOT TO
BRING ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY OTHER COURT AND
(D) IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT BY WAY OF MOTION, DEFENSE, OR
OTHERWISE, IN ANY SUCH ACTION, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO
THE JURISDICTION OF SUCH COURT, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM
ATTACHMENT OR EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM,
THAT THE VENUE OF THE ACTION IS IMPROPER, OR THAT THIS AGREEMENT MAY NOT BE
ENFORCED IN OR BY SUCH COURT.
EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
5.11
EXECUTION.
THIS AGREEMENT MAY BE EXECUTED IN TWO COUNTERPARTS, ALL OF
WHICH WHEN TAKEN TOGETHER SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT AND
SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY AND
DELIVERED TO THE OTHER PARTY, IT BEING UNDERSTOOD THAT BOTH PARTIES NEED NOT
SIGN THE SAME COUNTERPART.
IN THE EVENT THAT ANY SIGNATURE IS DELIVERED BY
FACSIMILE TRANSMISSION OR BY E-MAIL DELIVERY OF A ".PDF" FORMAT DATA FILE, SUCH
SIGNATURE SHALL CREATE A VALID AND BINDING OBLIGATION OF THE PARTY EXECUTING (OR
ON WHOSE BEHALF SUCH SIGNATURE IS EXECUTED) WITH THE SAME FORCE AND EFFECT AS IF
SUCH FACSIMILE OR ".PDF" SIGNATURE PAGE WERE AN ORIGINAL THEREOF.
5.12
SEVERABILITY. IF ANY TERM, PROVISION, COVENANT OR RESTRICTION OF THIS
AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, ILLEGAL,
VOID OR UNENFORCEABLE, THE REMAINDER OF THE TERMS, PROVISIONS, COVENANTS AND
RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL IN
NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED, AND THE PARTIES HERETO SHALL USE
THEIR COMMERCIALLY REASONABLE EFFORTS TO FIND AND EMPLOY AN ALTERNATIVE MEANS TO
ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME RESULT AS THAT CONTEMPLATED BY SUCH
TERM, PROVISION, COVENANT OR RESTRICTION. IT