THE AMOUNT
PAID BY UGC TO SUCH LMI INDEMNIFIED PARTY IN RESPECT OF SUCH LOSSES.
NO
REPRESENTATION, WARRANTY, COVENANT, OR AGREEMENT CONTAINED IN THIS AGREEMENT IS
FOR THE BENEFIT OF ANY INSURER.
SECTION 3.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS AND IS
INTENDED AS A COMPLETE STATEMENT OF ALL OF THE TERMS OF THE AGREEMENT AMONG THE
PARTIES HERETO WITH RESPECT TO THE
3
MATTERS PROVIDED FOR HEREIN, AND SUPERSEDES AND DISCHARGES ANY PREVIOUS
AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO THOSE MATTERS.
SECTION 4.
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
SECTION 5.
CONSENT TO JURISDICTION.
EACH PARTY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF
COLORADO HAVING SUBJECT MATTER JURISDICTION IN THE EVENT OF ANY CONTROVERSY,
CLAIM OR DISPUTE BETWEEN THE PARTIES THAT ARISES OUT OF OR RELATES TO THIS
AGREEMENT, INCLUDING ANY CLAIM OR CONTROVERSY RELATING TO THE INTERPRETATION,
BREACH, TERMINATION OR INVALIDITY OF ANY PROVISION HEREOF.
EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF
ANY LEGAL PROCEEDING BETWEEN THE PARTIES THAT ARISES OUT OF OR RELATES TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY SUCH FEDERAL OR STATE
COURT LOCATED IN THE STATE OF COLORADO AND HEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
ANY SUCH LEGAL PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
EACH PARTY MUST BEAR ITS OWN COSTS AND EXPENSES IN
CONNECTION WITH ANY SUCH LEGAL PROCEEDING, UNLESS SUCH COURT DETERMINES
OTHERWISE.
SECTION 6.
WAIVER OF JURY TRIAL.
EACH PARTY ACKNOWLEDGES AND
AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.
SECTION 7.
LMI CONSENT UNDER UGC/LMI MERGER AGREEMENT.
FOR ALL
PURPOSES OF THE AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 17, 2005 BY AND
AMONG NEW CHEETAH, INC., LMI, UGC, CHEETAH ACQUISITION CORP. AND TIGER GLOBAL
ACQUISITION CORP., INCLUDING SECTION 7.3 THEREOF, LMI HEREBY CONSENTS TO AND
APPROVES THIS AGREEMENT AND THE EXCHANGE AGREEMENT.
SECTION 8.
HEADINGS.
THE