ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL
BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE
OF NEW YORK OR ANY OTHER JURISDICTIONS) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTIONS OTHER THAN THE STATE OF NEW YORK.
EACH PARTY HEREBY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT
SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE
VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.
EACH PARTY HEREBY
IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING
SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF TO SUCH
PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT
SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
SECTION 5.7
NO THIRD PARTY BENEFICIARIES OR OTHER RIGHTS.
NOTHING
HEREIN SHALL GRANT TO OR CREATE IN ANY PERSON NOT A PARTY HERETO, OR ANY SUCH
PERSON'S DEPENDENTS OR HEIRS, ANY RIGHT TO ANY BENEFITS HEREUNDER, AND NO SUCH
PARTY SHALL BE ENTITLED TO SUE ANY PARTY TO THIS AGREEMENT WITH RESPECT THERETO.
SECTION 5.8
WAIVER; CONSENT.
THIS AGREEMENT MAY NOT BE CHANGED,
AMENDED, TERMINATED, AUGMENTED, RESCINDED OR DISCHARGED (OTHER THAN IN
ACCORDANCE WITH ITS TERMS), IN WHOLE OR IN PART, EXCEPT BY A WRITING EXECUTED BY
THE PARTIES HERETO. NO WAIVER OF ANY OF THE PROVISIONS OR CONDITIONS OF THIS
AGREEMENT OR ANY OF THE RIGHTS OF A PARTY HERETO SHALL BE EFFECTIVE OR BINDING
UNLESS SUCH WAIVER SHALL BE IN WRITING AND SIGNED BY THE PARTY CLAIMED TO HAVE
GIVEN OR CONSENTED THERETO. EXCEPT TO THE EXTENT OTHERWISE AGREED IN WRITING, NO
WAIVER OF ANY TERM, CONDITION OR OTHER PROVISION OF THIS AGREEMENT, OR ANY
BREACH THEREOF SHALL BE DEEMED TO BE A WAIVER OF ANY OTHER TERM, CONDITION OR
PROVISION OR ANY BREACH THEREOF, OR ANY SUBSEQUENT BREACH
14
OF THE SAME TERM, CONDITION OR PROVISION, NOR SHALL ANY FORBEARANCE TO SEEK A
REMEDY FOR ANY NONCOMPLIANCE OR BREACH BE DEEMED TO BE A WAIVER OF A PARTY'S
RIGHTS AND REMEDIES WITH RESPECT TO SUCH