LAW.
10.
CROSS-DEFAULT.
NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT, ANY BREACH BY THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES OR
FOREIGN SUBSIDIARIES OF ANY TERM OR PROVISION OF THIS AGREEMENT SHALL CONSTITUTE
AN "EVENT OF DEFAULT" UNDER THE NOTES WHICH, IF NOT CURED IN ACCORDANCE WITH THE
TERMS THEREOF, SHALL PROVIDE THE BUYERS WITH ALL OF THE RIGHTS AND REMEDIES
CONTEMPLATED THEREUNDER AND UNDER THE TRANSACTION DOCUMENTS.
11.
GOVERNING LAW; MISCELLANEOUS.
A.
GOVERNING LAW; JURISDICTION; JURY
TRIAL.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND
INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW
PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION)
THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF NEW YORK.
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE NEW YORK CITY,
BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT,
ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER.
EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
35
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.
Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
The parties acknowledge that each Buyer has an office in the State of New York
and will have made the payment of the Purchase Price from its bank account
located in the State of New York.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
B.
COUNTERPARTS.
THIS AGREEMENT AND ANY
AMENDMENTS HERETO MAY BE EXECUTED AND DELIVERED IN ONE OR MORE COUNTERPARTS, AND
BY THE DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN
EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH TAKEN TOGETHER
SHALL CONSTITUTE ONE AND THE SAME AGREEMENT, AND SHALL BECOME EFFECTIVE WHEN
COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY HERETO AND DELIVERED TO THE OTHER
PARTIES HERETO, IT BEING UNDERSTOOD THAT ALL PARTIES NEED NOT SIGN THE SAME
COUNTERPART.
IN THE EVENT THAT ANY SIGNATURE TO THIS AGREEMENT OR ANY AMENDMENT
HERETO IS DELIVERED BY