GOVERNS THIS AGREEMENT AND THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY.
(b)
ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE OWNER OR THE MANAGER
ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED IN EITHER THE
SUPERIOR COURT OF NEW JERSEY, LAW DIVISION, ATLANTIC COUNTY OR THE UNITED STATES
DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY, CAMDEN VICINAGE, AND THE PARTIES
WAIVE ANY OBJECTIONS WHICH EITHER MAY HAVE ASSERTED NOW OR HEREAFTER HAVE BASED
ON VENUE AND/OR FORUM NON CONVENIENS IN CONNECTION WITH OF ANY SUCH SUIT, ACTION
OR PROCEEDING, AND THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF
ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.
18.05
Trial by Jury. THE PARTIES HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF
ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY
39
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS ([***]) DENOTE SUCH OMISSIONS. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.
FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD
TO THIS AGREEMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN
CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY
AND VOLUNTARILY BY THE PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH
INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE
ACCRUE. THE PARTIES ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS AGREEMENT IN
ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE OTHER PARTY.
18.06
Waiver of Certain Damages. TO THE EXTENT PERMITTED BY LAW, (A) EACH OF
MANAGER AND OWNER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE
RIGHT TO CLAIM AGAINST THE OTHER OR (EXCEPT IN THE CASE OF INDEMNIFICATION OF
THE MANAGER BY THE OWNER AGAINST ANY CLAIMS OF THIRD PARTIES OR AS OTHERWISE
PROVIDED IN SECTION 9.05) RECEIVE FROM THE OTHER CONSEQUENTIAL, INCIDENTAL,
SPECIAL, OR PUNITIVE DAMAGES AND (B) OWNER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES THE RIGHT TO CLAIM AGAINST OR RECEIVE FROM MANAGER ANY
DAMAGES WITH RESPECT TO ANY LITIGATION BETWEEN THE PARTIES, INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO ANY AND ALL CAUSE OR CAUSES OF ACTION, DEFENSES,
COUNTERCLAIMS, CROSS-CLAIMS, THIRD PARTY CLAIMS AND INTERVENER'S CLAIMS, WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT,
EQUITY OR OTHERWISE, REGARDLESS OF THE CAUSE OR CAUSES OF ACTION, DEFENSES OR
COUNTERCLAIMS ALLEGED OR THE RELIEF SOUGHT BY ANY PARTY, AND REGARDLESS OF
WHETHER SUCH CAUSES OF ACTION, DEFENSES OR COUNTERCLAIMS ARE BASED ON, OR ARISE
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, OUT OF
ANY ALLEGED CONDUCT OR COURSE OF CONDUCT, DEALING OR COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR OTHERWISE. ANY PARTY HERETO MAY FILE
A COPY OF THIS AGREEMENT WITH THE COURT AS CONCLUSIVE EVIDENCE OF THE CONSENT OF