THAT MAY BE BASED UPON, ARISE OUT OF OR
RELATE TO THIS AGREEMENT (INCLUDING ANY AMENDMENT, SUPPLEMENT OR WAIVER OF THIS
AGREEMENT), OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT
(INCLUDING ANY AMENDMENT, SUPPLEMENT OR WAIVER OF THIS AGREEMENT) AND THE
TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK.
(b)
EACH OF THE PARTIES:
(i)
SUBMITS TO THE EXCLUSIVE JURISDICTION OF
ANY FEDERAL OR STATE COURT LOCATED WITHIN THE BOROUGH OF
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MANHATTAN OF THE CITY, COUNTY AND STATE OF NEW YORK OVER ANY DISPUTE ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY,
AND AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE OR ANY SUIT, ACTION
PROCEEDING RELATED THERETO MAY BE HEARD AND DETERMINED IN SUCH COURTS; PROVIDED,
HOWEVER, THAT DURING THE PENDENCY OF THE BANKRUPTCY CASE AND UPON CLOSING OF THE
BANKRUPTCY CASE, TO THE EXTENT PERMITTED BY ORDER OF THE BANKRUPTCY COURT, THE
BANKRUPTCY COURT SHALL HAVE AND RETAIN EXCLUSIVE JURISDICTION TO ENFORCE THE
TERMS OF THIS AGREEMENT AND TO DECIDE ANY CLAIMS OR DISPUTES WHICH MAY ARISE OR
RESULT FROM, OR BE CONNECTED WITH, THIS AGREEMENT, ANY BREACH OR DEFAULT
HEREUNDER, OR THE TRANSACTIONS CONTEMPLATED HEREBY;
(ii)
WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT OR ANY DEFENSE OF
INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE;
(iii)
AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW;
(iv)
IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT; AND
(v)
CONSENTS TO PROCESS BEING SERVED BY ANY
PARTY TO THIS AGREEMENT IN ANY SUIT, ACTION OR PROCEEDING BY THE DELIVERY OF A
COPY THEREOF IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.4.
10.9
Treatment as Administrative Expenses.
Any
amounts at any time payable under any other provision of this Agreement shall be
deemed allowed administrative claims in the Bankruptcy Case of LBHI that is a
Debtor, with priority over any and all claims of the kind specified in 11 U.S.C.
§§ 503(b) and 507(b) pursuant to 11 U.S.C. § 364(c)(1), which claim shall be
senior to, and have priority over, all other claims.
10.10
Additional Employee Members.
(a)
At any time following the date hereof but
prior to the Closing, the Persons listed on Schedule 10.10 (the "Potential
Employee Members") may become
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Employee Members upon the receipt by LBHI of a written notice thereof from the
Company; provided, however, that any Potential Employee Member may become an
Employee Member pursuant to this Section 10.10(a) only if on the same terms as
the Employee Members as of the date of this Agreement.
In the event that a
Potential Employee Member becomes an Employee Member,