HEREBY IRREVOCABLY AND UNCONDITIONALLY EXPRESSLY SUBMITS TO THE EXCLUSIVE
PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY CLAIM (BY WAY OF MOTION, AS A
DEFENSE OR OTHERWISE) OF IMPROPER VENUE, THAT IT IS NOT SUBJECT PERSONALLY TO
THE JURISDICTION OF SUCH COURTS, THAT SUCH COURTS ARE AN INCONVENIENT FORUM OR
THAT THIS AGREEMENT OR THE SUBJECT MATTER MAY NOT BE ENFORCED IN OR BY SUCH
COURTS.
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE
SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION, SUIT
OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE ADDRESS SET FORTH OR PROVIDED
FOR IN THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH
MAILING.
NOTHING HEREIN CONTAINED SHALL BE DEEMED TO AFFECT THE RIGHT OF ANY
PARTY TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OTHER PARTY IN ANY OTHER
JURISDICTION TO ENFORCE JUDGMENTS OBTAINED IN ANY ACTION, SUIT OR PROCEEDING
BROUGHT PURSUANT TO THIS SECTION.
(J)
REMEDIES; SPECIFIC PERFORMANCE.
THE PARTIES HERETO ACKNOWLEDGE
THAT MONEY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY AT LAW IF ANY PARTY FAILS TO
PERFORM IN ANY MATERIAL RESPECT ANY OF ITS OBLIGATIONS HEREUNDER, AND
ACCORDINGLY AGREE THAT EACH PARTY, IN ADDITION TO ANY OTHER REMEDY TO WHICH IT
MAY BE ENTITLED AT LAW OR IN EQUITY, SHALL BE ENTITLED TO SPECIFIC PERFORMANCE
OF THE OBLIGATIONS OF ANY OTHER PARTY UNDER THIS AGREEMENT, WITHOUT THE POSTING
OF ANY BOND, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND
IF ANY ACTION SHOULD BE BROUGHT IN EQUITY TO ENFORCE ANY OF THE PROVISIONS OF
THIS AGREEMENT, NONE OF THE PARTIES HERETO SHALL RAISE THE DEFENSE THAT THERE IS
AN ADEQUATE REMEDY AT LAW.
EXCEPT AS OTHERWISE PROVIDED BY LAW, A DELAY OR
OMISSION BY A PARTY HERETO IN EXERCISING ANY RIGHT OR REMEDY ACCRUING UPON ANY
SUCH BREACH SHALL NOT IMPAIR THE RIGHT OR REMEDY OR CONSTITUTE A WAIVER OF OR
ACQUIESCENCE IN ANY SUCH BREACH.
NO REMEDY SHALL BE EXCLUSIVE OF ANY OTHER
REMEDY.
ALL AVAILABLE REMEDIES SHALL BE CUMULATIVE.
(K)
ENTIRE AGREEMENT.
TOGETHER WITH THE SETTLEMENT AGREEMENT AND THE
TRANSACTION AGREEMENTS (AS SUCH TERM IS DEFINED IN THE SETTLEMENT AGREEMENT),
THIS AGREEMENT IS INTENDED BY THE PARTIES HERETO AS A FINAL, COMPLETE AND
EXCLUSIVE STATEMENT OF THEIR AGREEMENT AND UNDERSTANDING IN RESPECT OF THE
SUBJECT MATTER CONTAINED HEREIN AND THERE ARE NO RESTRICTIONS, PROMISES,
REPRESENTATIONS, WARRANTIES, COVENANTS OR UNDERTAKINGS RELATING TO SUCH SUBJECT
MATTER OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN.
TOGETHER WITH THE
SETTLEMENT AGREEMENT AND THE TRANSACTION AGREEMENTS, THIS AGREEMENT SUPERSEDES
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES HERETO WITH RESPECT
TO SUCH SUBJECT MATTER.
(L)
FURTHER ASSURANCES.
EACH PARTY HERETO SHALL DO AND PERFORM OR
CAUSE TO BE DONE AND PERFORMED ALL SUCH FURTHER ACTS AND THINGS AND SHALL
EXECUTE AND