wholly-owned subsidiary of
the US Buyer upon written notice to Sellers; provided, further, that any such
assignment shall not relieve the assigning party of its liabilities and
obligations hereunder.
10.4
GOVERNING LAW; JURISDICTION.
(A)
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE.
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(B)
EACH OF THE PARTIES HERETO, (I) CONSENTS TO SUBMIT ITSELF TO THE
PERSONAL JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN THE
EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS,
(II) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL
JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND
IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY CLAIM
THAT (X) THE SUIT, ACTION OR PROCEEDING IN SUCH COURT IS BROUGHT IN AN
INCONVENIENT FORUM, (Y) THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER
OR (Z) THIS AGREEMENT, OR THE SUBJECT MATER HEREOF, MAY NOT BE ENFORCED IN OR BY
SUCH COURTS, (III) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS
AGREEMENT OR ANY OF THE TRANSACTIONS IN ANY COURT OTHER THAN THE COURT OF
CHANCERY OF THE STATE OF DELAWARE, AND (IV) WAIVES ANY RIGHT TO TRIAL BY JURY
WITH RESPECT TO ANY ACTION RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.
10.5
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED, MODIFIED, OR SUPPLEMENTED
ONLY BY A WRITTEN INSTRUMENT EXECUTED BY EACH PARTY HERETO.
10.6
ENTIRE AGREEMENT.
THIS AGREEMENT, THE CONFIDENTIALITY AGREEMENTS,
THE ANCILLARY AGREEMENTS, THE EXHIBITS, ANNEXES AND SCHEDULES HERETO AND
THERETO, AND THE OTHER DOCUMENTS EXECUTED AND DELIVERED OR TO BE EXECUTED AND
DELIVERED PURSUANT HERETO CONTAIN THE COMPLETE AGREEMENT AMONG THE PARTIES WITH
RESPECT TO THE TRANSACTIONS AND SUPERSEDE ALL PRIOR ORAL OR WRITTEN AGREEMENTS
AND UNDERSTANDINGS AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
10.7
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
ILLEGAL, INVALID, OR UNENFORCEABLE, SUCH PROVISION SHALL BE FULLY SEVERABLE, AND
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL, INVALID, OR
UNENFORCEABLE PROVISION WERE NEVER A PART HEREOF; THE REMAINING PROVISIONS
HEREOF SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL NOT BE AFFECTED BY THE
ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION BY ITS SEVERANCE (EXCEPT TO THE
EXTENT SUCH REMAINING PROVISIONS CONSTITUTE OBLIGATIONS OF ANOTHER PARTY TO THIS
AGREEMENT CORRESPONDING TO THE UNENFORCEABLE PROVISION); IN LIEU OF SUCH
ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION, THERE SHALL BE ADDED AUTOMATICALLY
AS PART OF THIS AGREEMENT, A PROVISION AS SIMILAR IN ITS TERMS TO SUCH ILLEGAL,
INVALID, OR UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND BE LEGAL, VALID, AND
ENFORCEABLE.
10.8
Specific Performance.
Each party's obligations under this Agreement
are unique. If any party should default in its obligations under this Agreement,
the parties each acknowledge that it would be extremely impracticable to measure
the resulting damages; accordingly, the non-defaulting party, in addition to any
other available