AT A LATER TIME.
11.2
NO WAIVER BY ANY PARTY OF ANY CONDITION NOR THE
BREACH OF ANY TERM, COVENANT, REPRESENTATION, WARRANTY OR UNDERTAKING CONTAINED
IN THIS AGREEMENT, WHETHER BY CONDUCT OR OTHERWISE, IN ANY ONE OR MORE INSTANCES
SHALL BE DEEMED TO BE OR CONSTRUED AS A FURTHER OR CONTINUING WAIVER OF ANY SUCH
CONDITION OR BREACH OR A WAIVER OF ANY OTHER CONDITION OR DEEMED TO BE OR
CONSTRUED AS THE WAIVER OF THE BREACH OF ANY OTHER TERM, COVENANT,
REPRESENTATION, WARRANTY OR UNDERTAKING IN THIS AGREEMENT.
12.
JURISDICTION
12.1
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF ENGLAND. THE PARTIES SUBMIT TO, AND AGREE THAT
ANY DISPUTE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT SHALL BE
SUBMITTED TO, THE EXCLUSIVE JURISDICTION OF THE ENGLISH COURTS.
12.2
EACH OF EBI AND EBS HEREBY IRREVOCABLY APPOINTS
FLADGATE FIELDER OF 25 NORTH ROW, LONDON W1K 6DJ (REFERENCE: ANTHONY VAUGHAN) AS
THEIR AGENT FOR THE SERVICE OF PROCESS.
SERVICE UPON THE AGENT SHALL BE DEEMED
COMPLETED WHETHER OR NOT FORWARDED TO OR RECEIVED BY EBI AND EBS.
IF ANY
PROCESS AGENT CEASES TO HAVE AN ADDRESS IN ENGLAND, THE RELEVANT PARTY
IRREVOCABLY AGREES TO APPOINT A NEW PROCESS AGENT ACCEPTABLE TO GAME AND TO
DELIVER TO GAME WITHIN 15 BUSINESS DAYS A COPY OF A WRITTEN ACCEPTANCE OF
APPOINTMENT BY THE PROCESS AGENTS.
NOTHING CONTAINED IN THIS AGREEMENT SHALL
AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR THE
RIGHT TO BRING PROCEEDINGS IN ANY OTHER JURISDICTION FOR THE PURPOSES OF THE
ENFORCEMENT OR EXECUTION OF ANY JUDGMENT OR OTHER SETTLEMENT IN ANY OTHER
COURTS.
12
13.
MISCELLANEOUS
13.1
IF THERE IS ANY CONFLICT BETWEEN THE EXPRESS
TERMS OF THIS AGREEMENT AND THE SETTLEMENT AGREEMENT OR THIS AGREEMENT AND THE
LICENCE AGREEMENT (AS VARIED BY CLAUSE 3 OF THIS AGREEMENT), THE EXPRESS TERMS
OF THIS AGREEMENT SHALL PREVAIL.
13.2
GAME HEREBY AGREES TO INDEMNIFY EBI AND EBHC
AGAINST ANY CLAIMS THAT MAY BE MADE BY J. STEINBRECHER AS A RESULT OF HIS
SECONDMENT TO GAME UNDER AN AGREEMENT DATED 20 DECEMBER 1995 WHICH ARISE AS A
RESULT OF ANY BREACH BY GAME OR ANY OTHER MEMBER OF THE GAME GROUP.
IF EBI
(WHICH REPRESENTS TO GAME THAT IT IS NOT CURRENTLY AWARE OF ANY BASIS FOR SUCH A
CLAIM BEING MADE) BECOMES AWARE OF ANY SUCH CLAIM IT SHALL PROMPTLY GIVE NOTICE
TO GAME, ALLOW GAME CONDUCT OF ANY SUCH CLAIM AND GIVE GAME SUCH ASSISTANCE AS
IT REASONABLY REQUIRES TO DEFEND SUCH CLAIM.
14.
NOTICES
14.1
ANY NOTICE TO BE SERVED PURSUANT TO OR IN
CONNECTION WITH THIS AGREEMENT SHALL BE IN WRITING AND MAY BE MADE BY LETTER.
ANY SUCH NOTICE SHALL BE DEEMED TO BE GIVEN WHEN DELIVERED PERSONALLY OR ON
ACTUAL RECEIPT/ IF SENT BY PRE-PAID AIRMAIL 3 BUSINESS DAYS FROM THE TIME OF
POSTING.
14.2
IN PROVING SUCH SERVICE IT SHALL BE SUFFICIENT TO
PROVE THAT THE NOTICE WAS PROPERLY