Form Apa - Asset Purchase Agreement Page 39
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or to such other place and with such other copies as either party may designate as to itself
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by written notice to the others.
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11.4
Choice of Law
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This Agreement shall be construed, interpreted and the rights of the parties
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determined in accordance with the laws of the State of California (without reference to its
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choice of law provisions).
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11.5
Jurisdiction; Services of Process
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Any action or proceeding seeking to enforce any provision of, or based on any
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right arising out of, this Agreement may be brought against any of the parties in the
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courts of the State of California, County of Los Angeles, or, if it has or can acquire
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jurisdiction, in the United States District Court for the Southern District of California,
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and each of the parties consents to the jurisdiction of such courts (and of the appropriate
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appellate courts) in any such action or proceeding and waives any objection to venue laid
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therein. Process in any action or proceeding referred to in the preceding sentence may be
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served on any party anywhere in the world.
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11.6
Mediation
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In the event of any controversy or dispute related to or arising out of this
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Agreement, the parties agree to promptly meet and confer in good faith to attempt to
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resolve the controversy or dispute without an adversarial proceeding. Upon the mutual
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agreement of the parties, if the controversy or dispute is not resolved, the parties may
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submit the controversy or dispute to non-binding mediation upon terms to be mutually
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agreed by the parties at the time of the mediation. The parties reserve the right to contest
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the mediator's decision in a formal judicial process.
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11.7
Entire Agreement; Amendments and Waivers
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This Agreement, the Ancillary Agreements, the Intellectual Property Purchase
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and License Agreement and the Transition Trademark License, together with all exhibits
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and schedules hereto and thereto (including the Disclosure Schedules), and the
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Confidentiality Agreement, constitute the entire agreement among the parties pertaining
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to the subject matter hereof and thereof and supersede all prior agreements,
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understandings, negotiations and discussions, whether oral or written, of the parties. This
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Agreement may not be amended except by an instrument in writing signed on behalf of
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each of the parties hereto. No amendment, supplement, modification or waiver of this
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Agreement shall be binding unless executed in writing by the party to be bound thereby.
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No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
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a waiver of any other provision hereof (whether or not similar), nor shall such waiver
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constitute a continuing waiver unless otherwise expressly provided.
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Form APA.doc
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