the meaning set forth in Section 2.1.
"WSOP Chips" means those certain gaming chips and tokens relating to and used in
connection with, the operation of the World Series of Poker or bearing the World
Series of Poker trademark in existence prior to the Speakeasy Closing.
Section 10.2
Governing Law; Consent to
Jurisdiction; Waiver of Trial by Jury.
(A)
THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY, AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATED TO
THE AGREEMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER
IN CONTRACT, TORT OR OTHERWISE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEVADA, APPLICABLE TO CONTRACTS EXECUTED IN AND TO
BE PERFORMED ENTIRELY WITHIN THE STATE OF NEVADA.
(B)
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
EXCLUSIVE JURISDICTION OF ANY NEVADA STATE COURT, OR FEDERAL COURT OF THE UNITED
STATES OF AMERICA, SITTING IN NEVADA, AND ANY APPELLATE COURT FROM ANY THEREOF,
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RELATING
THERETO, AND EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY
(A) AGREES NOT TO COMMENCE ANY SUCH ACTION OR PROCEEDING EXCEPT IN SUCH COURTS,
(B) AGREES THAT ANY CLAIM IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH NEVADA STATE COURT OR, TO THE EXTENT PERMITTED BY
LAW, IN SUCH FEDERAL COURT, (C) WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND
EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH NEVADA STATE OR
FEDERAL COURT AND (D) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
DEFENSE
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of an inconvenient forum to the maintenance of such action or proceeding in any
such Nevada State or Federal court.
Each of the parties hereto 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.
Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 11.3.
Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by Law.
(C)
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT