FORTH IN THIS AGREEMENT.
13.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD BY A COURT OF
COMPETENT JURISDICTION TO BE ILLEGAL, VOID, OR UNENFORCEABLE, SUCH PROVISION
SHALL BE OF NO FORCE AND EFFECT.
HOWEVER, THE ILLEGALITY OR UNENFORCEABILITY OF
SUCH PROVISION SHALL HAVE NO EFFECT UPON, AND SHALL NOT IMPAIR THE
ENFORCEABILITY OF, ANY OTHER PROVISION OF THIS AGREEMENT; PROVIDED, HOWEVER,
THAT, UPON ANY FINDING BY A COURT OF COMPETENT JURISDICTION THAT ANY OF THE
RELEASES OR COVENANTS PROVIDED FOR BY SECTIONS 3, 4, AND/OR 6 ABOVE ARE ILLEGAL,
VOID, OR UNENFORCEABLE, THE PARTIES AGREE TO EXECUTE RELEASES, WAIVERS AND/OR
COVENANTS WITH SUBSTANTIALLY SIMILAR PROVISIONS THAT ARE LEGAL AND ENFORCEABLE.
FINALLY, ANY BREACH OF ANY OF THE TERMS OF SECTIONS 3, 4, 6, AND/OR 8 ABOVE
SHALL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT AS TO WHICH ANY PARTY MAY
SEEK APPROPRIATE RELIEF IN A COURT OF COMPETENT JURISDICTION.
5
14.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAWS PROVISIONS THEREOF.
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY APPROPRIATE STATE OR
FEDERAL COURT OF RECORD IN NEW YORK, NY OVER ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL
BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT.
EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT LEGALLY
POSSIBLE, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
OR PROCEEDING.
15.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL BE
CONSIDERED ONE AND THE SAME AGREEMENT AND SHALL BECOME EFFECTIVE WHEN ONE OR
MORE COUNTERPARTS HAVE BEEN SIGNED BY EACH OF THE PARTIES AND DELIVERED TO THE
OTHER PARTY.
FACSIMILE OR .PDF SIGNATURES SHALL HAVE THE SAME FORCE AND EFFECT
AS ORIGINAL SIGNATURES.
THE FAILURE OF EITHER PARTY TO THIS AGREEMENT TO INSIST
UPON THE PERFORMANCE OF ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR
THE WAIVER OF ANY BREACH OF ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT,
SHALL NOT BE CONSTRUED AS THEREAFTER WAIVING ANY SUCH TERMS AND CONDITIONS, BUT
THE SAME SHALL CONTINUE AND REMAIN IN FULL FORCE AND EFFECT AS IF NO SUCH
FORBEARANCE OR WAIVER HAD OCCURRED.
THE DRAFTING AND NEGOTIATION OF THIS
AGREEMENT HAVE BEEN PARTICIPATED IN BY EACH OF THE PARTIES, AND FOR ALL PURPOSES
THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN DRAFTED JOINTLY BY EACH OF THE
PARTIES.
16.
ALL NOTICES UNDER THIS AGREEMENT SHALL BE IN WRITING, AND SHALL
BE DEEMED GIVEN WHEN PERSONALLY DELIVERED, OR DELIVERED BY OVERNIGHT COURIER, OR
THREE DAYS AFTER BEING SENT BY PREPAID CERTIFIED OR REGISTERED U.S. MAIL TO THE
ADDRESS OF THE PARTY AS SET