ITS COMMERCIAL ARBITRATION
RULES, INCLUDING THE OPTIONAL RULES FOR EMERGENCY MEASURES OF PROTECTION, TO BE
HELD IN NEW
YORK, NEW YORK, USA. THE AWARD RENDERED BY THE ARBITRATOR SHALL BE FINAL AND
BINDING UPON THE PARTIES. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY
BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE EXISTENCE AND
RESOLUTION OF THE ARBITRATION SHALL BE KEPT CONFIDENTIAL BY THE PARTIES AND BY
THE ARBITRATOR. THE AWARD OF THE ARBITRATOR SHALL BE ACCOMPANIED BY A REASONED
OPINION. EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES AND AN EQUAL SHARE OF
THE ARBITRATOR'S AND ADMINISTRATIVE FEES OF ARBITRATION, UNLESS OTHERWISE
DETERMINED BY THE ARBITRATOR. NOTWITHSTANDING THE FOREGOING, THE PARTIES MAY
APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR A TEMPORARY RESTRAINING ORDER,
PRELIMINARY INJUNCTION, OR OTHER INTERIM OR CONSERVATORY RELIEF, AS NECESSARY.
10.10.3.
SUBJECT TO SECTION 10.10.2, THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION (OR, IN THE CASE OF ENFORCEMENT
OF OR SEEKING REMEDIES WITH RESPECT TO SECTION 6.4, NON-EXCLUSIVE JURISDICTION)
OF THE COURTS OF THE NEW YORK, NEW YORK IN CONNECTION WITH ANY MATTER BASED UPON
OR ARISING OUT OF THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREIN (INCLUDING
RESOLUTION OF DISPUTES UNDER SECTION 9.7), AGREES THAT PROCESS MAY BE SERVED
UPON THEM IN ANY MANNER AUTHORIZED BY THE LAWS OF SUCH JURISDICTION FOR SUCH
PERSONS AND WAIVES AND COVENANTS NOT TO ASSERT OR PLEAD ANY OBJECTION WHICH THEY
MIGHT OTHERWISE HAVE TO SUCH JURISDICTION, VENUE AND SUCH PROCESS.
10.11.
COOPERATION.
THE PARTIES AGREES TO COOPERATE FULLY WITH
EACH OTHER AND TO EXECUTE AND DELIVER SUCH FURTHER DOCUMENTS, CERTIFICATES,
AGREEMENTS AND INSTRUMENTS AND TO TAKE SUCH OTHER ACTIONS AS MAY BE REASONABLY
REQUESTED BY A PARTY TO EVIDENCE OR REFLECT THE TRANSACTIONS CONTEMPLATED HEREBY
AND TO CARRY OUT THE INTENT AND PURPOSES OF THIS AGREEMENT.
10.12.
RULES OF CONSTRUCTION.
THE PARTIES HERETO HAVE BEEN
REPRESENTED BY COUNSEL DURING THE NEGOTIATION, PREPARATION AND EXECUTION OF THIS
AGREEMENT AND, THEREFORE, HEREBY WAIVE, WITH RESPECT TO THIS AGREEMENT, EACH
SCHEDULE AND EACH EXHIBIT ATTACHED HERETO, THE APPLICATION OF ANY LAW,
REGULATION, HOLDING OR RULE OF CONSTRUCTION PROVIDING THAT AMBIGUITIES IN AN
AGREEMENT OR OTHER DOCUMENT SHALL BE CONSTRUED AGAINST THE PARTY DRAFTING SUCH
AGREEMENT OR DOCUMENT.
10.13.
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
10.14.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME INSTRUMENT
AND SHALL BECOME EFFECTIVE WHEN ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY
EACH OF THE PARTIES HERETO AND DELIVERED TO THE OTHER PARTIES HERETO; IT BEING
UNDERSTOOD THAT ALL PARTIES HERETO NEED NOT SIGN THE SAME COUNTERPART. THE
EXCHANGE OF A FULLY EXECUTED AGREEMENT (IN COUNTERPARTS OR OTHERWISE) BY