OR PROCEEDING
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
13
SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
TO THE EXTENT THE CHANCERY COURT DETERMINES THAT IT LACKS SUBJECT MATTER
JURISDICTION OVER ANY SUCH COURT PROCEEDING CONTEMPLATED HEREIN, THE PARTIES
HEREBY AGREE THAT SUCH PROCEEDING CAN AND THEN SHALL BE BROUGHT ONLY IN ANY
OTHER APPROPRIATE DELAWARE STATE COURT OR FEDERAL COURT SITTING IN DELAWARE AND
THE PARTIES WILL NOT CHALLENGE THE VENUE AS DESCRIBED HEREIN.
PROCESS IN ANY
SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE
WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY SUCH COURT.
WITHOUT
LIMITING THE FOREGOING, EACH PARTY AGREES THAT SERVICE OF PROCESS ON SUCH PARTY
AS PROVIDED IN SECTION 8.01 SHALL BE DEEMED EFFECTIVE SERVICE OF PROCESS ON SUCH
PARTY.
SECTION 8.08.
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
SECTION 8.09.
COUNTERPARTS; EFFECTIVENESS.
THIS AGREEMENT MAY BE SIGNED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME EFFECT
AS IF THE SIGNATURES THERETO AND HERETO WERE UPON THE SAME INSTRUMENT.
THIS
AGREEMENT SHALL BECOME EFFECTIVE WHEN EACH PARTY HERETO SHALL HAVE RECEIVED A
COUNTERPART HEREOF SIGNED BY ALL OF THE OTHER PARTIES HERETO.
UNTIL AND UNLESS
EACH PARTY HAS RECEIVED A COUNTERPART HEREOF SIGNED BY THE OTHER PARTY HERETO,
THIS AGREEMENT SHALL HAVE NO EFFECT AND NO PARTY SHALL HAVE ANY RIGHT OR
OBLIGATION HEREUNDER (WHETHER BY VIRTUE OF ANY OTHER ORAL OR WRITTEN AGREEMENT
OR OTHER COMMUNICATION).
SECTION 8.10.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH ORAL AND WRITTEN, AMONG
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
SECTION 8.11.
SEVERABILITY.
IF ANY TERM, PROVISION, COVENANT OR RESTRICTION OF
THIS AGREEMENT IS HELD BY A COURT OR OTHER GOVERNMENTAL AUTHORITY OF COMPETENT
JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE, THE REMAINDER OF THE TERMS,
PROVISIONS, COVENANTS AND RESTRICTIONS OF THIS AGREEMENT SHALL REMAIN IN FULL
FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED SO
LONG AS THE ECONOMIC OR LEGAL SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY
IS NOT AFFECTED IN ANY MANNER MATERIALLY ADVERSE TO ANY PARTY.
UPON SUCH A
DETERMINATION, THE PARTIES SHALL NEGOTIATE IN GOOD FAITH TO MODIFY THIS
AGREEMENT SO AS TO EFFECT THE ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS
POSSIBLE IN AN ACCEPTABLE MANNER IN ORDER THAT THE TRANSACTIONS CONTEMPLATED
HEREBY BE CONSUMMATED AS ORIGINALLY CONTEMPLATED TO THE FULLEST EXTENT POSSIBLE.
SECTION 8.12.
SPECIFIC PERFORMANCE.
THE PARTIES