10Z-17
(B)
COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED
IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN COMPANY AND LAURUS
PERTAINING TO THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS OR TO ANY MATTER
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS;
PROVIDED, THAT LAURUS AND COMPANY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS
MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE
OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE
DEEMED OR OPERATE TO PRECLUDE LAURUS FROM BRINGING SUIT OR TAKING OTHER LEGAL
ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE
COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER IN FAVOR OF LAURUS.
COMPANY EXPRESSLY SUBMITS AND CONSENTS
IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH
COURT, AND COMPANY HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK
OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.
COMPANY
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO COMPANY AT THE ADDRESS SET FORTH IN SECTION 27 AND THAT SERVICE SO
MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF COMPANY'S ACTUAL RECEIPT
THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE
PREPAID.
THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN LAURUS AND COMPANY
ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY
AGREEMENT OR THE TRANSACTIONS RELATED THERETO.
LIMITATION OF LIABILITY.
COMPANY ACKNOWLEDGES AND UNDERSTANDS THAT IN ORDER TO
ASSURE REPAYMENT OF THE OBLIGATIONS HEREUNDER LAURUS MAY BE REQUIRED TO EXERCISE
ANY AND ALL OF LAURUS' RIGHTS AND REMEDIES HEREUNDER AND AGREES THAT, EXCEPT AS
LIMITED BY APPLICABLE LAW, NEITHER LAURUS NOR ANY OF LAURUS' AGENTS SHALL BE
LIABLE FOR ACTS TAKEN OR OMISSIONS MADE IN CONNECTION HEREWITH OR THEREWITH
EXCEPT FOR ACTUAL BAD FAITH.
ENTIRE UNDERSTANDING.
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS CONTAIN THE
ENTIRE UNDERSTANDING BETWEEN COMPANY AND LAURUS AS TO THE SUBJECT MATTER HEREOF
AND THEREOF AND ANY PROMISES, REPRESENTATIONS, WARRANTIES OR GUARANTEES NOT
HEREIN CONTAINED SHALL HAVE NO FORCE AND EFFECT UNLESS IN WRITING, SIGNED BY
COMPANY'S AND LAURUS' RESPECTIVE OFFICERS.
NEITHER THIS AGREEMENT, THE
ANCILLARY AGREEMENTS, NOR ANY PORTION OR PROVISIONS THEREOF MAY BE