OR TRANSFER ANY ACTION FILED
IN A STATE OR FEDERAL COURT IN NEW YORK, ON ANY JURISDICTIONAL OR VENUE-RELATED
GROUNDS, INCLUDING THE DOCTRINE OF FORUM NON-CONVENIENS OR PURSUANT TO 28 U.S.C.
§§ 1404 OR 1407.
10.15 Governing Law; Waiver of Jury Trial.
(a) This Agreement, and all claims or causes of action (whether in contract or
tort) that may be based upon, arise out of or relate to this Agreement or the
negotiation, execution or performance of this Agreement (including any claim or
cause of action based upon, arising out of or related to any representation or
warranty made in or in connection with this Agreement) will be governed by and
construed in accordance with the internal laws of the State of New York,
including its statutes of limitations, without regard to conflicts of law
principles of the State of New York or any other jurisdiction that would cause
the laws of any jurisdiction other than the State of New York to apply.
(b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY
ARISE UNDER THIS AGREEMENT, THE DOCUMENTS AND AGREEMENTS CONTEMPLATED HEREBY AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES AND THEREFORE HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY OR THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 10.15.
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10.16 Representative.
(a) Each Seller hereby constitutes and appoints the Representative as his or its
agent to act for and on behalf of each such Seller in all matters relating to or
arising out of this Agreement. Subject to the terms and conditions of this
Section 10.16, the Purchaser hereby acknowledges that the Representative shall
serve as the sole representative of the Sellers, from and after the date hereof,
with respect to the matters set forth in this Agreement and any other document
or agreement contemplated hereby or thereby, such service to be without
compensation except for the reimbursement of out of pocket expenses and
indemnification specifically provided herein. The Representative has accepted
such designation as of the date hereof. The relationship created herein is not
to be construed as a joint venture or any form of partnership between or among
the Representative or any other Seller or the Purchaser for any purpose of U.S.
federal or state law, including federal or state income Tax purposes.
(b) Effective as of the