OF THE PARTIES, WHETHER ORAL OR WRITTEN.
THERE ARE
NO WARRANTIES, REPRESENTATIONS AND OTHER AGREEMENTS MADE BY THE PARTIES IN
CONNECTION WITH THE SUBJECT MATTER HEREOF EXCEPT AS SPECIFICALLY SET FORTH IN
THIS AGREEMENT.
1.3.
EXTENDED MEANINGS.
IN THIS AGREEMENT WORDS
IMPORTING THE SINGULAR NUMBER INCLUDE THE PLURAL AND VICE VERSA; WORDS IMPORTING
THE MASCULINE GENDER INCLUDE THE FEMININE AND NEUTER GENDERS.
THE WORD "PERSON"
INCLUDES AN INDIVIDUAL, BODY CORPORATE, PARTNERSHIP, TRUSTEE OR TRUST OR
UNINCORPORATED ASSOCIATION, EXECUTOR, ADMINISTRATOR OR LEGAL REPRESENTATIVE.
1.4.
WAIVERS AND AMENDMENTS.
THIS AGREEMENT MAY BE
AMENDED, MODIFIED, SUPERSEDED, CANCELLED, RENEWED OR EXTENDED, AND THE TERMS AND
CONDITIONS HEREOF MAY BE WAIVED, IN EACH CASE ONLY BY A WRITTEN INSTRUMENT
SIGNED BY ALL PARTIES HERETO, OR, IN THE CASE OF A WAIVER, BY THE PARTY WAIVING
COMPLIANCE.
EXCEPT AS EXPRESSLY STATED HEREIN, NO DELAY ON THE PART OF ANY
PARTY IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY WAIVER ON THE PART OF ANY PARTY OF ANY RIGHT,
POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR FUTURE EXERCISE OF ANY OTHER
RIGHT, POWER OR PRIVILEGE HEREUNDER.
1.5.
HEADINGS.
THE DIVISION OF THIS AGREEMENT INTO
ARTICLES, SECTIONS, SUBSECTIONS AND PARAGRAPHS AND THE INSERTION OF HEADINGS ARE
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OR
INTERPRETATION OF THIS AGREEMENT.
1.6.
LAW GOVERNING THIS AGREEMENT; CONSENT TO
JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAWS.
WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR TO THE TRANSACTIONS CONTEMPLATED HEREBY ("PROCEEDINGS"), EACH PARTY
HERETO IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE
COUNTY OF NEW YORK, STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT
LOCATED IN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK.
EACH PARTY HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) WAIVES TRIAL BY JURY IN ANY
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY RELATED COUNTERCLAIM AND
(B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF
ANY PROCEEDING BROUGHT IN
2
ANY SUCH COURT, WAIVES ANY CLAIM THAT SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN
INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH
PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY.
AS
BETWEEN THE COMPANIES AND THE PURCHASER, THE PREVAILING PARTY SHALL BE ENTITLED
TO RECOVER FROM THE OTHER PARTY ITS REASONABLE ATTORNEYS' FEES AND COSTS.
IN
THE EVENT THAT ANY PROVISION OF THIS AGREEMENT IS DETERMINED BY A COURT OF
COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE, THEN THE REMAINDER OF
THIS AGREEMENT SHALL NOT BE AFFECTED AND SHALL REMAIN IN FULL FORCE AND EFFECT.
1.7.
CONSTRUCTION.
EACH PARTY ACKNOWLEDGES THAT
ITS LEGAL COUNSEL PARTICIPATED IN THE PREPARATION OF THIS AGREEMENT AND,
THEREFORE, STIPULATES THAT THE RULE OF CONSTRUCTION THAT AMBIGUITIES ARE TO BE
RESOLVED