THE SAME EFFECT AS IF ALL PARTIES HERETO HAD SIGNED THE
SAME DOCUMENT.
ALL COUNTERPARTS SHALL BE CONSTRUED TOGETHER AND SHALL
CONSTITUTE ONE INSTRUMENT.
SECTION 15.9
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH THAT CERTAIN
LETTER AGREEMENT OF EVEN DATE HEREWITH AMONG THE MEMBERS, CONSTITUTES THE ENTIRE
AGREEMENT AMONG THE PARTIES HERETO PERTAINING TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS PERTAINING THERETO.
SECTION 15.10
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS OF THE PARTIES
HEREUNDER SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
SECTION 15.11
CONSENT TO JURISDICTION AND FORUM SELECTION.
TO THE FULLEST
EXTENT PERMITTED BY LAW, THE PARTIES HERETO AGREE THAT ALL ACTIONS OR
PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND
LITIGATED EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA OR THE STATE OF DELAWARE.
THE AFOREMENTIONED
CHOICE OF VENUE IS INTENDED BY THE PARTIES TO BE MANDATORY AND NOT PERMISSIVE IN
NATURE, THEREBY PRECLUDING THE POSSIBILITY OF LITIGATION BETWEEN THE PARTIES
WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT IN ANY JURISDICTION OTHER THAN
THAT SPECIFIED IN THIS PARAGRAPH.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH
PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR SIMILAR DOCTRINE OR TO OBJECT TO VENUE WITH RESPECT TO ANY
PROCEEDING BROUGHT IN ACCORDANCE WITH THIS PARAGRAPH, AND STIPULATES THAT THE
STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA OR THE STATE OF DELAWARE SHALL HAVE IN PERSONAM JURISDICTION AND
VENUE OVER EACH OF THEM FOR THE PURPOSE OF LITIGATING ANY
27
dispute, controversy, or proceeding arising out of or related to this
Agreement.
To the fullest extent permitted by law, each party hereby authorizes
and accepts service of process sufficient for personal jurisdiction in any
action against it as contemplated by this paragraph by registered or certified
mail, return receipt requested, postage prepaid, to its address for the giving
of notices as set forth in this Agreement.
SECTION 15.12
ATTORNEYS' FEES.
IF EITHER PARTY TO THIS AGREEMENT SHALL
BRING ANY ACTION, SUIT, COUNTERCLAIM, APPEAL OR ARBITRATION FOR ANY RELIEF
AGAINST THE OTHER TO ENFORCE THE TERMS HEREOF OR TO DECLARE RIGHTS HEREUNDER
(COLLECTIVELY, AN "ACTION"), THE LOSING PARTY SHALL PAY TO THE PREVAILING PARTY
A REASONABLE SUM FOR ATTORNEYS' FEES AND COSTS INCURRED IN BRINGING AND
PROSECUTING SUCH ACTION AND/OR ENFORCING ANY JUDGMENT, ORDER, RULING, OR AWARD.
FOR THE PURPOSES OF THIS PARAGRAPH, ATTORNEYS' FEES SHALL INCLUDE, WITHOUT
LIMITATION, FEES INCURRED IN DISCOVERY, POSTJUDGMENT MOTIONS AND COLLECTION
ACTIONS, AND BANKRUPTCY LITIGATION.
"PREVAILING PARTY" WITHIN THE MEANING OF
THIS PARAGRAPH INCLUDES, WITHOUT LIMITATION, A PARTY WHO AGREES TO DISMISS AN
ACTION ON THE OTHER PARTY'S PAYMENT OF THE SUMS ALLEGEDLY DUE OR PERFORMANCE OF
THE COVENANTS ALLEGEDLY BREACHED, OR WHO OBTAINS SUBSTANTIALLY THE RELIEF