ASSOCIATION STRICTLY IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE SUBSTANTIVE LAW OF THE STATE
OF CALIFORNIA.
THE BOARD OF ARBITRATORS SHALL CONVENE AT A PLACE MUTUALLY
ACCEPTABLE TO THE PARTIES IN THE STATE OF CALIFORNIA AND, IF THE PLACE OF
ARBITRATION CANNOT BE AGREED UPON, ARBITRATION SHALL BE CONDUCTED IN LOS
ANGELES.
THE PARTIES HERETO AGREE TO ACCEPT THE DECISION OF THE BOARD OF
ARBITRATORS, AND JUDGMENT UPON ANY AWARD RENDERED HEREUNDER MAY BE ENTERED IN
ANY COURT HAVING JURISDICTION THEREOF.
NEITHER PARTY SHALL INSTITUTE A
PROCEEDING HEREUNDER UNTIL THAT PARTY HAS FURNISHED TO THE OTHER PARTY, BY
REGISTERED MAIL, AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN NOTICE OF ITS INTENT
TO DO SO.
6.10
CONSTRUCTION.
THIS AGREEMENT WAS REVIEWED BY
LEGAL COUNSEL FOR EACH PARTY HERETO AND IS THE PRODUCT OF INFORMED NEGOTIATIONS
BETWEEN THE PARTIES HERETO.
IF ANY PART OF THIS AGREEMENT IS DEEMED TO BE
UNCLEAR OR AMBIGUOUS, IT SHALL BE CONSTRUED AS IF IT WERE DRAFTED JOINTLY BY THE
PARTIES.
EACH PARTY HERETO ACKNOWLEDGES THAT NO PARTY WAS IN A SUPERIOR
BARGAINING POSITION REGARDING THE SUBSTANTIVE TERMS OF THIS AGREEMENT.
6.11
CONSENT TO JURISDICTION.
SUBJECT TO SECTION 6.9,
EACH PARTY HERETO, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY
COURT OF THE STATE OF CALIFORNIA OR THE UNITED STATES OF AMERICA SITTING IN THE
CITY OF LOS ANGELES OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, (II) WAIVES AND AGREES NOT TO ASSERT, BY WAY OF
MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE ESTABLISHMENT OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (III) AGREES THAT A
JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL
BE CONCLUSIVE AND BINDING UPON SUCH PARTY AND MAY BE ENFORCED IN THE COURTS OF
THE UNITED STATES OF AMERICA OR THE STATE OF CALIFORNIA (OR ANY OTHER COURTS TO
THE JURISDICTION OF WHICH SUCH PARTY IS OR MAY BE SUBJECT) BY A SUIT UPON SUCH
JUDGMENT AND (IV) CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED AIR MAIL,
POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE ADDRESS OF SUCH PARTY
SPECIFIED IN OR DESIGNATED PURSUANT TO SECTION 6.6. EACH PARTY AGREES THAT SUCH
SERVICE (I) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON
SUCH PARTY IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (II) SHALL, TO THE FULLEST
EXTENT PERMITTED BY LAW, BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND
PERSONAL DELIVERY TO SUCH PARTY.
6.12
LEGAL COUNSEL.
EACH PARTY HEREBY ACKNOWLEDGES