(d) Governing Law. This Agreement, the Plan and Exercise Notice and the Unit Agreement will be governed by, and construed in accordance with, the internal laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflict of laws. The Company and Purchaser (a) hereby irrevocably agree that any suit, action or other proceeding arising out of or based upon this Agreement, the Plan, Exercise Notice and the Unit Agreement brought shall be any in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware), (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement, the Plan, Exercise Notice and the Unit Agreement except in accordance with clause (a) above, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement, the Plan, Exercise Notice, the Unit Agreement or the subject matter hereof or thereof may not be enforced in or by such court.
(e) Waiver of Jury Trial; Service of Process. THE PARTIES EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST THEM RELATING TO THIS AGREEMENT, THE PLAN, EXERCISE NOTICE OR THE UNIT AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT, THE PLAN, EXERCISE NOTICE AND THE UNIT AGREEMENT INVOLVE COMPLEX TRANSACTIONS AND THAT DISPUTES HEREUNDER AND THEREUNDER WILL BE MORE QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT DECISION MAKER. ACCORDINGLY, THE PARTIES AGREE, BASED ON THE ADVICE OF THEIR COUNSEL, THAT ANY DISPUTE REGARDING OR RELATED TO THIS AGREEMENT, THE PLAN, EXERCISE NOTICE OR THE UNIT AGREEMENT BE RESOLVED BY A JUDGE APPLYING APPLICABLE LAW. PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY SUCH COURT.
(f) Further Execution. The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps that may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.
(g) Independent Counsel. Purchaser acknowledges that this Agreement has been prepared on behalf of the Company by its counsel and that the Companys counsel does not represent, and is not acting on behalf of, Purchaser. Purchaser has been provided with an opportunity to consult with Purchasers own counsel with respect to this Agreement.
(h) Entire Agreement. This Agreement, the Plan, Exercise Notice and the Unit Agreement constitute the entire agreement between the Company and Purchaser pertaining to the subject matter hereof and thereof and supersede all prior agreements, term sheets, letters, discussions and understandings of the Company and Purchaser in connection therewith. Notwithstanding anything to the contrary, should any conflict exist between the terms set forth in this Agreement and the Plan, the terms of this Agreement shall control.
(i) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision of same is invalid or unenforceable, the parties agree that the court making such determination shall have the power to limit the term or provision, to delete specific