OR REMEDY OF ANY NATURE
WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
SECTION 7.04.
GOVERNING LAW.
(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).
FURTHERMORE, EACH PARTY:
(I)
EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE
JURISDICTION OF THE NEW YORK COURTS IN CONNECTION WITH ANY SUCH LEGAL
PROCEEDING, INCLUDING TO ENFORCE ANY SETTLEMENT, ORDER OR AWARD;
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(II)
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 7.01 IS SUFFICIENT AND REASONABLY
CALCULATED TO GIVE ACTUAL NOTICE;
(III)
AGREES THAT THE NEW YORK COURTS SHALL BE DEEMED TO BE A
CONVENIENT FORUM; AND
(IV)
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; AND
(C)
EXCEPT AS OTHERWISE SET FORTH IN SECTION 7.09, 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.
(D)
EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY
LEGAL ACTION OR OTHER LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT