be deemed to include the neuter and each other gender; (ii) words using
the singular or plural number shall also include the plural or singular number,
respectively; (iii) the words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section
references are to the Sections of this Agreement; (iv) the word "including" and
words of similar import when used in this Agreement shall mean "including,
without limitation," unless otherwise specified; (v) "or" is not exclusive; and
(vi) provisions apply to successive events and transactions.
The parties have
participated jointly in the negotiation and drafting of this Agreement with
counsel sophisticated in such transactions.
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 thereof.
Section 18.
Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT
REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF WITH, RESPECT TO ANY ACTION,
LAWSUIT OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT.
Section 19.
Jurisdiction and Venue.
EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT
ANY ACTION, SUIT OR PROCEEDING, AT LAW OR EQUITY, ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY SHALL
EXCLUSIVELY BE BROUGHT IN EAGEN: (I) ANY FEDERAL COURT OF THE DISTRICT OF NEW
JERSEY OR ANY STATE COURT LOCATED IN SOMERSET COUNTY, STATE OF NEW JERSEY, AND
HEREBY IRREVOCABLY AND UNCONDITIONALLY EXPRESSLY SUBMITS TO THE PERSONAL
JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES (BY WAY OF MOTION, AS A DEFENSE OR
OTHERWISE) ANY AND ALL JURISDICTIONAL, VENUE AND CONVENIENCE OBJECTIONS OR
DEFENSES THAT SUCH PARTY MAY HAVE IN SUCH ACTION, SUIT OR PROCEEDING.
EACH
PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE SERVICE OF PROCESS
OF ANY OF THE AFOREMENTIONED COURTS.
NOTHING HEREIN CONTAINED SHALL BE DEEMED
TO AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW
OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OTHER PARTY IN
ANY OTHER JURISDICTION TO ENFORCE JUDGMENTS OBTAINED IN ANY ACTION, SUIT OR
PROCEEDING BROUGHT PURSUANT TO THIS SECTION.
10
Section 20.
Trial.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR
ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF OR
THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY
UPON SUCH BOND THAT MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE OTHER PARTY.
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL
DISPUTES THAT MAY BE