TO "ARTICLES," "SECTIONS" AND "PARAGRAPHS" SHALL REFER TO CORRESPONDING
PROVISIONS OF THIS AGREEMENT.
SECTION 15.7
SEVERABILITY.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PARTICULAR PROVISION OF THIS AGREEMENT SHALL NOT AFFECT
THE OTHER PROVISIONS HEREOF, AND THIS AGREEMENT SHALL BE CONSTRUED IN ALL
RESPECTS AS IF SUCH INVALID OR UNENFORCEABLE PROVISION WERE OMITTED.
SECTION 15.8
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS WITH THE SAME EFFECT AS IF ALL PARTIES
HERETO HAD SIGNED THE SAME DOCUMENT.
ALL COUNTERPARTS SHALL BE CONSTRUED
TOGETHER AND SHALL CONSTITUTE ONE INSTRUMENT.
Section 15.9
Integration.
This Agreement, together
with that certain letter agreement of even date herewith among the Members,
constitutes the entire agreement among the parties hereto pertaining to the
subject matter hereof and supersedes all prior agreements and understandings
pertaining thereto.
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SECTION 15.10
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS
OF THE PARTIES HEREUNDER SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
SECTION 15.11
CONSENT TO JURISDICTION AND FORUM SELECTION.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HERETO AGREE THAT ALL
ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED
AND LITIGATED EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA OR THE STATE OF DELAWARE.
THE
AFOREMENTIONED CHOICE OF VENUE IS INTENDED BY THE PARTIES TO BE MANDATORY AND
NOT PERMISSIVE IN NATURE, THEREBY PRECLUDING THE POSSIBILITY OF LITIGATION
BETWEEN THE PARTIES WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT IN ANY
JURISDICTION OTHER THAN THAT SPECIFIED IN THIS PARAGRAPH.
TO THE FULLEST EXTENT
PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS OR SIMILAR DOCTRINE OR TO OBJECT TO VENUE WITH
RESPECT TO ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS PARAGRAPH, AND
STIPULATES THAT THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA OR THE STATE OF DELAWARE SHALL HAVE PERSONAL
JURISDICTION AND VENUE OVER EACH OF THEM FOR THE PURPOSE OF LITIGATING ANY
DISPUTE, CONTROVERSY, OR PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY AUTHORIZES
AND ACCEPTS SERVICE OF PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY
ACTION AGAINST IT AS CONTEMPLATED BY THIS PARAGRAPH BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO ITS ADDRESS FOR THE GIVING
OF NOTICES AS SET FORTH IN THIS AGREEMENT.
SECTION 15.12
ATTORNEYS' FEES.
IF EITHER PARTY TO THIS
AGREEMENT SHALL BRING ANY ACTION, SUIT, COUNTERCLAIM, APPEAL OR ARBITRATION FOR
ANY RELIEF AGAINST THE OTHER TO ENFORCE THE TERMS HEREOF OR TO DECLARE RIGHTS
HEREUNDER (COLLECTIVELY, AN "ACTION"), THE LOSING PARTY SHALL PAY TO THE
PREVAILING PARTY A REASONABLE SUM FOR ATTORNEYS' FEES AND COSTS INCURRED IN
BRINGING AND PROSECUTING SUCH ACTION AND/OR ENFORCING ANY JUDGMENT, ORDER,
RULING, OR AWARD.
FOR