OR PROCEEDING FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, TO THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.
EACH
OF THE PARTIES HERETO 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 THE MATTERS SET FORTH ON SCHEDULE 6.4(A), (A) ANY
CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED
COURTS FOR ANY REASON OTHER THAN THE FAILURE TO SERVE IN ACCORDANCE WITH THIS
SECTION 10.5, (B) THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION
OF ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER
THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE), AND (C) TO THE
FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, THAT (I) THE SUIT, ACTION OR
PROCEEDING IN SUCH COURT IS BROUGHT IN AN INCONVENIENT FORUM, (II) THE VENUE OF
SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER AND (III) THE MATTERS SET FORTH ON
SCHEDULE 6.4(A), THIS AGREEMENT, OR THE SUBJECT MATTER THEREOF, MAY NOT BE
ENFORCED IN OR BY SUCH COURTS.
10.6.
ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS.
THIS
AGREEMENT, INCLUDING ALL OF THE SCHEDULES, ANNEXES, EXHIBITS AND CERTIFICATES
ATTACHED HERETO OR DELIVERED PURSUANT TO THE PROVISIONS OF THIS AGREEMENT,
TOGETHER WITH THE CONFIDENTIALITY AGREEMENTS AND THE LETTER AGREEMENT BETWEEN
SELLERS AND BUYER AND OTHER PARTIES IDENTIFIED THEREIN OF EVEN DATE HEREWITH,
CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES PERTAINING TO THE SUBJECT
MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS
AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES.
NO AMENDMENT,
SUPPLEMENT OR MODIFICATION OF THIS AGREEMENT SHALL BE BINDING UNLESS EXECUTED IN
WRITING BY ALL PARTIES.
NO WAIVER OF ANY PROVISIONS OF THIS AGREEMENT WILL BE
VALID AND BINDING UNLESS IT IS IN WRITING AND SIGNED BY THE PARTY AGAINST WHOM
THE WAIVER IS TO BE EFFECTIVE.
NO WAIVER OF ANY OF THE PROVISIONS OF THIS
AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER PROVISION
HEREOF (WHETHER OR NOT SIMILAR), NOR SHALL SUCH WAIVER CONSTITUTE A CONTINUING
WAIVER UNLESS OTHERWISE EXPRESSLY PROVIDED.
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10.7.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF
WHICH SHALL CONSTITUTE 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 PARTIES, INCLUDING DELIVERY BY FACSIMILE, IT BEING
UNDERSTOOD THAT ALL PARTIES NEED NOT SIGN THE SAME COUNTERPART.
10.8.
SEVERABILITY.
IF ANY ONE OR MORE OF THE PROVISIONS
CONTAINED IN THIS AGREEMENT OR IN ANY OTHER INSTRUMENT REFERRED TO HEREIN, OR
THE APPLICATION OF SUCH PROVISION(S) TO ANY PERSON OR CIRCUMSTANCE, AT ANY TIME
OR TO ANY EXTENT, IS HELD, FOR ANY REASON, TO BE INVALID, VOID OR UNENFORCEABLE,
THE REMAINDER OF THE PROVISIONS OF THIS AGREEMENT OR SUCH OTHER