AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE.
(B)
EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE
COURT AND DELAWARE STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA
SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN OR WILMINGTON, DELAWARE,
AND ANY APPELLATE COURT FROM ANY JURISDICTION THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE COURT, ANY
SUCH DELAWARE STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH
FEDERAL COURT.
EACH OF THE PARTIES AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.
(C)
EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT IN ANY NEW YORK STATE OR FEDERAL COURT, OR
ANY DELAWARE STATE OR FEDERAL COURT.
EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
26
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
EACH
OF THE PARTIES HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL.
Section 15.
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS AGREEMENT.
Section 16.
Entire Agreement.
This Agreement (including any Annexes,
Schedules, Exhibits or other attachments hereto) constitutes the entire
agreement between the Parties with respect to the matters covered hereby and
supersedes all prior agreements and understanding with respect to such matters
between the Parties.
Section 17.
Amendment; Successors; Counterparts.
(A)
THE TERMS OF THIS AGREEMENT SHALL NOT BE ALTERED, MODIFIED, AMENDED,
WAIVED OR SUPPLEMENTED IN ANY MANNER WHATSOEVER EXCEPT BY A WRITTEN INSTRUMENT
SIGNED BY EACH OF THE PARTIES.
(B)
EXCEPT AS SET FORTH IN SECTION 12, NOTHING EXPRESSED OR IMPLIED HEREIN IS
INTENDED OR SHALL BE CONSTRUED TO CONFER UPON OR TO GIVE TO ANY PERSON, OTHER
THAN THE PARTIES, ANY RIGHT, REMEDY OR CLAIM UNDER OR BY REASON OF THIS
AGREEMENT OR OF ANY TERM, COVENANT OR CONDITION HEREOF, AND ALL THE TERMS,
COVENANTS, CONDITIONS, PROMISES AND AGREEMENTS CONTAINED HEREIN SHALL