York for any purpose except as provided above and
shall not be deemed to confer rights on any Person other than the respective
Parties to this Agreement. Each of Seller, the Purchaser and the Company
irrevocably agrees that service of any process, summons, notice or document by
United States registered mail to such Party's address set forth in Section 9.02
shall be effective service of process 19
[purchaseagreementa01115.jpg]
for Action in New York with respect to any matters for which it has submitted to
jurisdiction pursuant to this Section 9.05. (b) WITHOUT LIMITING THE TERMS OF
Section 9.05(a), IF NOTWITHSTANDING THOSE TERMS ANY ACTION, CAUSE OF ACTION,
CLAIM, CROSS-CLAIM OR THIRD-PARTY CLAIM OF ANY KIND OR DESCRIPTION, WHETHER IN
LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, IS BROUGHT OR
MAINTAINED AGAINST EITHER PARTY IN ANY WAY RELATING TO THIS AGREEMENT, THE
PARTIES HERETO AGREE THAT IT MAY NOT BE BROUGHT OR MAINTAINED IN ANY FORUM OTHER
THAN ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA LOCATED IN, OR, IF THAT
COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, IN ANY STATE COURT LOCATED IN,
IN EACH CASE, THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND EACH OF THE
PARTIES HERETO KNOWINGLY, VOLUNTARILY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF EACH SUCH COURT IN ANY SUCH ACTION OR PROCEEDING AND WAIVES ANY
OBJECTION IT MAY NOT OR HEREAFTER HAVE TO THE VENUE OR TO CONVENIENCE OF FORUM.
(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE,
WHETHER IN CONTRACT, TORT, OR OTHERWISE, RELATING TO THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO HIS
AGREEMENT, THE FACTS AND CIRCUMSTANCES LEADING TO THE EXECUTION OR PERFORMANCE
HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE,
ATTORNEY OR OTHER AGENT OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO
ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER KNOWINGLY AND
VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 9.05.
Section 9.06 Assignment. This Agreement shall not be assigned by either Party,
in whole or in part, by operation of law or otherwise without the prior written
consent of the other Party; provided, however, (i) that Seller may assign any or
all of its rights and obligations under this Agreement to any of its Affiliates,
so long as such assignment does not release Seller from any liability under this
Agreement and (ii) that the Company or Purchaser may assign its rights or
obligations hereunder to one or more of its Affiliates, for collateral security
purposes to