PART UNDER OR
IN CONNECTION WITH THIS AGREEMENT IN ANY MANNER PERMITTED BY DELAWARE LAW, (II)
AGREES THAT SERVICE OF PROCESS MADE IN ACCORDANCE WITH CLAUSE (I) OR MADE BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED
PURSUANT TO SECTION 10.7, WILL CONSTITUTE GOOD AND VALID SERVICE OF PROCESS IN
ANY SUCH ACTION, AND (III) WAIVES AND AGREES NOT TO ASSERT (BY WAY OF MOTION, AS
A DEFENSE, OR OTHERWISE) IN ANY SUCH ACTION ANY CLAIM THAT SERVICE OF PROCESS
MADE IN ACCORDANCE WITH CLAUSE (I) OR (II) DOES NOT CONSTITUTE GOOD AND VALID
SERVICE OF PROCESS.
10.4
MUTUAL WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO
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 (A) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED
THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY
AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.4.
10.5
ENTIRE AGREEMENT; THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT
(INCLUDING AGREEMENTS AND EXHIBITS INCORPORATED HEREIN), THE DISCLOSURE
SCHEDULES HERETO, AND THE TRANSACTION DOCUMENTS CONTAIN THE ENTIRE AGREEMENT
BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND THERE ARE NO
AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS OR WARRANTIES BETWEEN THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF OTHER THAN THOSE SET FORTH OR REFERRED
TO HEREIN.
THIS AGREEMENT IS NOT INTENDED TO CONFER UPON ANY PERSON NOT A PARTY
HERETO (AND THEIR SUCCESSORS AND ASSIGNS PERMITTED BY SECTION 10.8 HEREOF) ANY
RIGHTS OR REMEDIES HEREUNDER.
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10.6
EXPENSES AND PAYMENTS.
EXCEPT AS SET FORTH IN THIS AGREEMENT, ALL
LEGAL AND OTHER COSTS AND EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE PAID BY THE PARTY INCURRING
SUCH COSTS AND EXPENSES.
NOTWITHSTANDING THE FOREGOING, THE TRANSACTION
EXPENSES SHALL BE PAID IN ACCORDANCE WITH SECTION 2.3(E). ALL PAYMENTS OF MONEY
TO BE MADE PURSUANT TO THIS AGREEMENT SHALL BE MADE IN U.S. DOLLARS.
10.7
NOTICES.
ALL NOTICES, CONSENTS, ELECTIONS AND OTHER
COMMUNICATIONS HEREUNDER SHALL BE SUFFICIENTLY GIVEN FOR ANY PURPOSE HEREUNDER
ONLY IF IN WRITING AND DELIVERED PERSONALLY OR SENT PRE-PAID BY
NATIONALLY-RECOGNIZED OVERNIGHT DELIVERY SERVICE FOR NEXT BUSINESS DAY DELIVERY,
TO THE APPROPRIATE ADDRESS OR NUMBER AS SET FORTH BELOW.
EACH SUCH NOTICE,
CONSENT, ELECTION OR OTHER COMMUNICATION SHALL BE EFFECTIVE WHEN RECEIVED BY THE
ADDRESSEE THEREOF IN THE CASE OF PERSONAL SERVICE, OR, IF SENT BY OVERNIGHT
DELIVERY SERVICE