COURT IF NO FEDERAL COURT HAS
JURISDICTION) LOCATED IN THE STATE OF NEW YORK, UNITED STATES, AND THE PARTIES
HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.
ARTICLE XIX.
GENERAL PROVISIONS
19.1.
INTERVENING EVENTS. IF THE PERFORMANCE OF ANY PART OF THIS
AGREEMENT BY EITHER PARTY IS PREVENTED, RESTRICTED, INTERFERED WITH OR DELAYED
BY ANY REASON OR CAUSE BEYOND THE REASONABLE CONTROL OF SUCH PARTY (INCLUDING:
FIRE, FLOOD, EMBARGO, POWER SHORTAGE OR FAILURE, ACTS OF WAR, INSURRECTION,
RIOT, TERRORISM, STRIKE, LOCKOUT OR OTHER LABOR DISTURBANCE, ACTS OF GOD OR ANY
ACTS, OMISSIONS OR DELAYS IN ACTING OF THE OTHER PARTY) (AN "INTERVENING
EVENT"), THE PARTY SO AFFECTED SHALL, UPON GIVING WRITTEN NOTICE TO THE OTHER
PARTY, BE EXCUSED FROM SUCH PERFORMANCE TO THE EXTENT OF SUCH INTERVENING EVENT,
PROVIDED THAT THE AFFECTED PARTY SHALL USE ITS SUBSTANTIAL EFFORTS TO AVOID OR
REMOVE SUCH CAUSES OF NON-PERFORMANCE AND SHALL CONTINUE PERFORMANCE WITH THE
UTMOST DISPATCH WHENEVER SUCH CAUSES ARE REMOVED.
(A)
NOTIFICATION OF THE OTHER. IF EITHER PARTY BECOMES AWARE THAT SUCH
AN INTERVENING EVENT HAS OCCURRED, IS IMMINENT OR LIKELY, IT WILL IMMEDIATELY
NOTIFY THE OTHER;
(B)
EFFORTS TO OVERCOME. THE PARTY WHICH IS SUBJECT TO SUCH
INTERVENING EVENT SHALL EXERT ALL REASONABLE EFFORTS TO OVERCOME IT;
(C)
KEEPING THE OTHER INFORMED. SUCH PARTY WILL KEEP THE OTHER
INFORMED AS TO THE PROGRESS OF OVERCOMING IT; AND
19.2.
WAIVER OF BREACH. THE FAILURE OF EITHER PARTY AT ANY TIME OR
TIMES TO REQUIRE PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT SHALL IN NO
MANNER AFFECT ITS RIGHTS AT A LATER TIME TO ENFORCE SUCH RIGHTS. NO WAIVER BY
EITHER PARTY OF ANY CONDITION OR TERM IN ANY ONE OR MORE INSTANCES SHALL BE
CONSTRUED AS A FURTHER OR CONTINUING WAIVER OF SUCH CONDITION OR TERM OR OF
ANOTHER CONDITION OR TERM.
19.3.
PERFORMANCE BY AFFILIATES. TO THE EXTENT THAT THIS AGREEMENT
IMPOSES OBLIGATIONS ON AFFILIATES OF A PARTY, SUCH PARTY AGREES TO CAUSE ITS
AFFILIATES TO PERFORM SUCH OBLIGATION. EITHER PARTY MAY USE ONE OR MORE OF ITS
AFFILIATES TO PERFORM ITS OBLIGATION HEREUNDER, PROVIDED THAT THE PARTIES WILL
REMAIN LIABLE HEREUNDER FOR THE PROMPT PAYMENT AND PERFORMANCE OF ALL THEIR
RESPECTIVE OBLIGATIONS HEREUNDER.
19.4.
PERFORMANCE BY SUBCONTRACTORS. EITHER PARTY MAY PERFORM ANY
OF ITS OBLIGATIONS OR EXERCISE ANY OF ITS RIGHTS UNDER THIS AGREEMENT THROUGH
SUBCONTRACTORS. SUCH
CONFIDENTIAL
PARTY SHALL ENSURE THAT ALL OF ITS SUBCONTRACTORS COMPLY WITH, AND PERFORM ITS
OBLIGATIONS IN ACCORDANCE WITH, THE TERMS OF THIS AGREEMENT; PROVIDED, HOWEVER,
THAT THE USE OF SUCH SUBCONTRACTORS BY SUCH PARTY SHALL NOT RELIEVE SUCH PARTY
OF ITS RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT.
19.5.
MODIFICATION. NO AMENDMENT OR MODIFICATION OF ANY PROVISION
OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IN A PRIOR WRITING SIGNED BY BOTH
PARTIES HERETO. NO PROVISION OF THIS AGREEMENT SHALL BE VARIED, CONTRADICTED OR
EXPLAINED BY ANY ORAL AGREEMENT, COURSE OF DEALING OR PERFORMANCE OR ANY OTHER
MATTER NOT SET FORTH IN AN AGREEMENT IN WRITING AND SIGNED BY BOTH PARTIES
HERETO.
19.6.