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EFTA00012111
OCR Database · OCR Text Extractions · #18
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18
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EFTA00012111
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900690002475
4, Other Agreements. This Agreement is entitled to the benefits of and is made
subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance
Agreement.
5. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS
LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPALS).
7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE,
AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO
OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION
WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS
SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT).
8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY
SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY
NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE
RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST
ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN
THE COURTS OF OTHER JURISDICTIONS.
9. Severability of Provisions. If any one or more of the provisions of this
Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed
severable from the remaining provisions of this Agreement and shall in no way affect the validity
or enforceability of such other provisions.
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