LLP
275 Battery Street, Suite 1600
San Francisco, California 94111
Attention: Samuel B. Angus, Esq.
Facsimile No.:
(415) 281-1350
Any Party may change the address to which notices, requests, demands, claims,
and other communications hereunder are to be delivered by giving the other
Parties ten (10) days' advance written notice to the other Parties pursuant to
the provisions above.
11.10
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS
SOLELY BY THE SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO
CONFLICTS OF LAWS OR THE CHOICE OF LAW PRINCIPLES OF ANY JURISDICTION INCLUDING
THE STATE OF CALIFORNIA, AND WITHOUT THE NEED OF ANY PARTY TO ESTABLISH THE
REASONABLENESS OF THE RELATIONSHIP BETWEEN THE LAWS OF THE STATE OF CALIFORNIA
AND THE SUBJECT MATTER OF THIS AGREEMENT, AND ALL QUESTIONS CONCERNING THE
VALIDITY AND CONSTRUCTION HEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF CALIFORNIA.
NOTWITHSTANDING THE FOREGOING, THE EMPLOYEE
SECONDMENT AGREEMENT AND THE FACILITY TRANSFER AGREEMENT WILL BE GOVERNED BY THE
LAWS OF THE REPUBLIC OF SINGAPORE.
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11.11
SEVERABILITY.
ANY TERM OR PROVISION OF THIS AGREEMENT THAT IS
INVALID OR UNENFORCEABLE IN ANY SITUATION IN ANY JURISDICTION SHALL NOT AFFECT
THE VALIDITY OR ENFORCEABILITY OF THE REMAINING TERMS AND PROVISIONS HEREOF OR
THE VALIDITY OR ENFORCEABILITY OF THE OFFENDING TERM OR PROVISION IN ANY OTHER
SITUATION OR IN ANY OTHER JURISDICTION.
11.12
EXPENSES.
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, EACH PARTY
WILL BEAR ITS OWN COSTS AND EXPENSES (INCLUDING LEGAL AND ACCOUNTING FEES AND
EXPENSES) INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.
11.13
CONSTRUCTION.
(A)
THE PARTIES HAVE PARTICIPATED JOINTLY IN THE NEGOTIATION AND
DRAFTING OF THIS AGREEMENT.
IN THE EVENT AN AMBIGUITY OR QUESTION OF INTENT OR
INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED JOINTLY
BY THE PARTIES AND NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE FAVORING OR
DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY OF THE PROVISIONS OF
THIS AGREEMENT.
ANY REFERENCE TO ANY FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE
OR LAW SHALL BE DEEMED ALSO TO REFER TO ALL RULES AND REGULATIONS PROMULGATED
THEREUNDER, UNLESS THE CONTEXT REQUIRES OTHERWISE.
THE WORD "INCLUDING" SHALL
MEAN INCLUDING WITHOUT LIMITATION.
(B)
UNLESS THE CONTEXT REQUIRES OTHERWISE, ALL WORDS USED IN THIS
AGREEMENT IN THE SINGULAR NUMBER SHALL EXTEND TO AND INCLUDE THE PLURAL, ALL
WORDS IN THE PLURAL NUMBER SHALL EXTEND TO AND INCLUDE THE SINGULAR, AND ALL
WORDS IN ANY GENDER SHALL EXTEND TO AND INCLUDE ALL GENDERS.
11.14
SELLER DISCLOSURE LETTER.
(A)
THE DISCLOSURES IN SELLER DISCLOSURE LETTER, AND THOSE IN ANY
SUPPLEMENT THERETO, MUST RELATE ONLY TO THE REPRESENTATIONS AND WARRANTIES IN
THE SECTION OF THE AGREEMENT TO WHICH THEY EXPRESSLY RELATE AND TO ANY OTHER
REPRESENTATION OR WARRANTIES IN THIS AGREEMENT TO THE EXTENT IT IS READILY
APPARENT THAT SUCH DISCLOSURES RELATE TO SUCH OTHER REPRESENTATIONS AND
WARRANTIES.
(B)
STATEMENTS CONTAINED WITHIN THE SELLER DISCLOSURE LETTER SHALL BE
DEEMED TO BE REPRESENTATIONS AND WARRANTIES UNDER