PURPOSES OF
ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, THE SUBJECT
MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BROUGHT BY ANY
PARTY OR PARTIES HERETO, AND (II) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY
WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR
PROCEEDING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DEFENSE BASED ON
SOVEREIGN OR OTHER IMMUNITY OR THAT THE SUIT, ACTION OR PROCEEDING WHICH IS
REFERRED TO IN CLAUSE (I) ABOVE IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE
VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT OR
THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY MAY NOT
BE ENFORCED IN OR BY THESE COURTS.
THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS
FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS TRANSACTION.
22.6.1
THE BUYER FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS
HEREBY DESIGNATES AND APPOINTS CT CORPORATION AS ITS LEGAL AGENT AND
ATTORNEY-IN-FACT UPON WHOM ALL PROCESSES AGAINST THE BUYER IN ANY SUIT, ACTION
OR PROCEEDING IN RESPECT OF ANY MATTER AS TO WHICH IT HAS SUBMITTED TO
JURISDICTION UNDER CLAUSE 22.6 MAY BE SERVED WITH THE SAME EFFECT AS IF THE
BUYER WERE A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF NEW YORK AND
HAD LAWFULLY BEEN SERVED WITH SUCH PROCESS IN SUCH STATE, IT
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being understood that such designation and appointments shall become effective
without further action on the part of
CT Corporation.
The Seller for itself and its successors and assigns hereby designates and
appoints CT Corporation as its legal agent and attorney-in-fact upon whom all
processes against the Seller in any suit, action or proceeding in respect of any
matter as to which it has submitted to jurisdiction under Clause 22.6 may be
served with the same effect as if the Seller were a corporation organized under
the laws of the State of New York and had lawfully been served with such process
in such state, it being understood that such designation and appointments shall
become effective without further action on the part of
CT Corporation.
22.6.2
THE ASSUMPTIONS IN CLAUSE 22.6.1 MADE FOR THE
PURPOSE OF EFFECTING THE SERVICE OF PROCESS SHALL NOT AFFECT ANY ASSERTION OF
DIVERSITY BY EITHER PARTY HERETO INITIATING A PROCEEDING IN THE NEW YORK FEDERAL
COURTS OR SEEKING TRANSFER TO THE NEW YORK FEDERAL COURTS ON THE BASIS OF
DIVERSITY.
22.6.3
SERVICE OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING
IN RESPECT OF ANY MATTER AS TO WHICH THE SELLER OR THE BUYER HAS SUBMITTED TO
JURISDICTION UNDER CLAUSE 22.6 MAY BE MADE ON THE SELLER BY DELIVERY OF THE SAME
PERSONALLY OR BY DISPATCHING THE SAME VIA FEDERAL EXPRESS, UPS, OR SIMILAR
INTERNATIONAL AIR COURIER SERVICE PREPAID TO, CT CORPORATION, 111 EIGHTH AVENUE,
NEW YORK, NY
10011, AS AGENT FOR THE SELLER, IT BEING AGREED THAT SERVICE UPON
CT