IN ALL RESPECTS BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CHOICE OF LAW RULES.
8.9
WAIVER OF JURY TRIAL.
EACH PARTY ACKNOWLEDGES AND AGREES THAT
ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS IN THIS SECTION 8.9.
8.10
SUBMISSION TO JURISDICTION; WAIVERS.
EACH OF THE PARTIES HERETO
IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT HEREOF
BROUGHT BY A PARTY HERETO OR ITS SUCCESSORS OR ASSIGNS MAY BE BROUGHT AND
DETERMINED IN THE STATE COURTS LOCATED IN THE COURT OF CHANCERY OF THE STATE OF
DELAWARE, COUNTY OF NEW CASTLE STATE OF DELAWARE, AND EACH OF THE PARTIES HEREBY
IRREVOCABLY SUBMITS WITH REGARD TO ANY SUCH ACTION OR PROCEEDING FOR ITSELF AND
IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, TO THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS.
EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, COUNTERCLAIM,
OR OTHERWISE, IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, (A)
ANY CLAIM THAT A PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE
ABOVE NAMED COURT FOR ANY REASON OTHER THAN THE FAILURE TO SERVE PROCESS IN
ACCORDANCE WITH THIS SECTION 8.10, (B) THAT IT OR ITS PROPERTY IS EXEMPT OR
IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY LEGAL
PROCESS COMMENCED IN SUCH COURT (WHETHER THROUGH JUDGMENT OR OTHERWISE), AND (C)
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THAT (I) THE SUIT, ACTION OR
PROCEEDING IN ANY SUCH COURT IS BROUGHT IN AN INCONVENIENT FORUM, (II) THE VENUE
OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER AND (III) THIS AGREEMENT, OR THE
SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURT.
EACH PARTY
HERETO WAIVES ALL PERSONAL SERVICE OF ANY AND ALL PROCESS UPON SUCH PARTY
RELATED TO THIS AGREEMENT AND CONSENTS THAT ALL SERVICE OF PROCESS UPON SUCH
PARTY SHALL BE MADE BY HAND DELIVERY, CERTIFIED MAIL OR CONFIRMED TELECOPY
DIRECTED TO SUCH PARTY AT THE ADDRESS SPECIFIED IN SECTION 8.1 HEREOF; AND
SERVICE MADE BY CERTIFIED MAIL SHALL BE COMPLETE SEVEN (7)