OR PROVISION, TO DELETE SPECIFIC WORDS OR
PHRASES, OR TO REPLACE ANY INVALID OR UNENFORCEABLE TERM OR PROVISION WITH A
TERM OR PROVISIONS THAT IS VALID AND ENFORCEABLE AND THAT COMES CLOSEST TO
EXPRESSING THE INTENTION OF THE INVALID OR UNENFORCEABLE TERM OR PROVISION, AND
THIS AGREEMENT SHALL BE ENFORCEABLE AS SO MODIFIED.
IN THE EVENT SUCH COURT
DOES NOT EXERCISE THE POWER GRANTED TO IT IN THE PRIOR SENTENCE, THE PARTIES
HERETO AGREE TO REPLACE SUCH INVALID OR UNENFORCEABLE TERM OR PROVISION WITH A
VALID AND ENFORCEABLE TERM OR PROVISION THAT SHALL ACHIEVE, TO THE EXTENT
POSSIBLE, THE ECONOMIC, BUSINESS AND OTHER PURPOSES OF SUCH INVALID OR
UNENFORCEABLE TERM.
SECTION 6.10.
COUNTERPARTS AND SIGNATURE.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL
BUT ALL OF WHICH TOGETHER SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT AND
SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH OF THE PARTIES
HERETO AND DELIVERED TO THE OTHER PARTIES, IT BEING UNDERSTOOD THAT ALL PARTIES
NEED NOT SIGN THE SAME COUNTERPART.
THIS AGREEMENT MAY BE EXECUTED AND
DELIVERED BY FACSIMILE TRANSMISSION.
SECTION 6.11.
INTERPRETATION.
WHEN REFERENCE IS MADE IN THIS AGREEMENT
TO A SECTION, SUCH REFERENCE SHALL BE TO A SECTION OF THIS AGREEMENT, UNLESS
OTHERWISE INDICATED.
THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
THE LANGUAGE USED IN THIS AGREEMENT SHALL BE
DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES HERETO TO EXPRESS THEIR MUTUAL
INTENT, AND NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED AGAINST ANY PARTY.
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUNS USED IN THIS AGREEMENT SHALL
INCLUDE THE CORRESPONDING MASCULINE, FEMININE OR NEUTER FORMS, AND THE SINGULAR
FORM OF NOUNS AND PRONOUNS SHALL INCLUDE THE PLURAL, AND VICE VERSA.
ANY
REFERENCE TO ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE OR LAW SHALL BE DEEMED
ALSO TO
24
REFER TO ALL RULES AND REGULATIONS PROMULGATED THEREUNDER, UNLESS THE CONTEXT
REQUIRES OTHERWISE.
WHENEVER THE WORDS "INCLUDE", "INCLUDES" OR "INCLUDING" ARE
USED IN THIS AGREEMENT, THEY SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS
"WITHOUT LIMITATION."
SECTION 6.12.
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF
LAWS.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
DELAWARE, FOR ANY ACTION, PROCEEDING OR INVESTIGATION IN ANY COURT OR BEFORE ANY
GOVERNMENTAL AUTHORITY ("LITIGATION") ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND FURTHER AGREES THAT
SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. MAIL TO ITS
RESPECTIVE ADDRESS SET FORTH IN THIS AGREEMENT SHALL BE EFFECTIVE SERVICE OF
PROCESS FOR ANY LITIGATION BROUGHT AGAINST IT IN ANY SUCH COURT.
EACH OF THE
PARTIES HERETO