be an original and all of which
shall constitute together but one and the same agreement.
SECTION 8.7.
Entire Agreement. This Agreement and the Restated Certificate
constitute the entire understanding among the parties hereto with respect to the
subject matter hereof and supersede any prior agreements, written or oral, with
respect thereto.
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SECTION 8.8.
Governing Law; Jurisdiction. THIS AGREEMENT, THE LEGAL RELATIONS
BETWEEN THE PARTIES AND ANY ACTION, COMPLAINT, PETITION, INVESTIGATION, SUIT OR
OTHER PROCEEDING, WHETHER CIVIL OR CRIMINAL, IN LAW OR IN EQUITY, OR BEFORE ANY
ARBITRATOR OR GOVERNMENTAL AUTHORITY, WHETHER CONTRACTUAL OR NON-CONTRACTUAL,
INSTITUTED BY ANY PARTY WITH RESPECT TO MATTERS ARISING UNDER OR IN CONNECTION
WITH OR IN RESPECT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE
NEGOTIATION, EXECUTION, INTERPRETATION, COVERAGE, SCOPE, PERFORMANCE, BREACH,
TERMINATION, VALIDITY, OR ENFORCEABILITY OF THIS AGREEMENT, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE AND WITHOUT REGARD TO CONFLICTS OF
LAW DOCTRINES, EXCEPT TO THE EXTENT THAT CERTAIN MATTERS ARE PREEMPTED BY
FEDERAL LAW OR ARE GOVERNED AS A MATTER OF CONTROLLING LAW BY THE LAW OF THE
JURISDICTION OF ORGANIZATION OF THE RESPECTIVE PARTIES. EACH PARTY HEREBY
IRREVOCABLY SUBMITS TO AND ACCEPTS FOR ITSELF AND ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE DISTRICT OF NEW YORK OR ANY STATE COURT SITTING IN THE COUNTY OF
NEW YORK (AND OF THE APPROPRIATE APPELLATE COURTS) WITH RESPECT TO ANY ACTION
SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY,
AND EACH OF THE PARTIES HEREBY WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND
ANY OBJECTION TO VENUE LAID THEREIN AND AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY ARISING UNDER, OUT OF, IN RESPECT OF OR IN CONNECTION WITH THIS
AGREEMENT. EACH PARTY FURTHER IRREVOCABLY ACCEPTS FOR ITSELF AND ITS PROPERTIES,
GENERALLY AND UNCONDITIONALLY, SERVICE OF PROCESS PURSUANT TO THE LAWS OF THE
STATE OF NEW YORK AND THE RULES OF ITS COURTS, AND DESIGNATES AND APPOINTS THE
INDIVIDUALS IDENTIFIED IN OR PURSUANT TO SECTION 8.9 HEREOF TO RECEIVE NOTICES
ON ITS BEHALF, AS ITS AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS IN
ANY SUCH ACTION, COMPLAINT, PETITION, INVESTIGATION, SUIT OR OTHER PROCEEDING,
WHETHER CIVIL OR CRIMINAL, IN LAW OR IN EQUITY, OR BEFORE ANY ARBITRATOR OR
GOVERNMENTAL AUTHORITY, SUCH SERVICE BEING HEREBY ACKNOWLEDGED TO BE EFFECTIVE
AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL
BE MAILED BY REGISTERED MAIL TO THE DESIGNATED AGENT OF EACH PARTY AT ITS
ADDRESS PROVIDED IN SECTION 8.9; PROVIDED THAT, UNLESS OTHERWISE PROVIDED BY
APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF
THE SERVICE OF SUCH PROCESS. IF ANY AGENT SO APPOINTED REFUSES TO ACCEPT
SERVICE, THE DESIGNATING PARTY HEREBY AGREES THAT