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officer, director, or senior manager of Retailer has an ownership interest, whether directly or indirectly
<br />(through another person or entity); provided however that Retailer is not required to provide information
<br />related to ownership by any officer, director, or senior manager of less than 1% of the outstanding equity
<br />securities of any public company.
<br />33. Governing Law. The Agreement will be governed by and construed in accordance with the laws
<br />of the Commonwealth of Virginia without regard to any conflict of law provisions thereof that would cause
<br />the application of the laws of any jurisdiction other than the Commonwealth of Virginia.
<br />34. Submission to Jurisdiction. Each of the parties hereto hereby agrees that all actions, suits, or
<br />other proceedings arising out of or relating in any way to the Agreement will be brought only in (A) the
<br />General District Court and Circuit Court of the Commonwealth of Virginia, Henrico County or (B) the
<br />United States District Court for the Eastern District of Virginia, Richmond Division. Each of the parties
<br />hereto hereby knowingly, voluntarily, Intelligently, absolutely, and irrevocably waives and agrees not to
<br />assert any objection he, she, or it may now or hereafter have to the laying of venue of all actions, suits, or
<br />proceedings arising out of or relating in any way to the Agreement in such courts and irrevocably
<br />consents to the jurisdiction of such courts for such purposes. Each of the parties hereto hereby
<br />knowingly, voluntarily, intelligently, absolutely, and irrevocably waives and agrees not to assert in any
<br />such action, suit, or proceeding that he, she, or it is not subject to the personal Jurisdiction of such courts
<br />or that the action, suit, or proceeding should be transferred to a different venue under forum non
<br />conveniens principles or statutes embodying such principles. Each party to the Agreement covenants
<br />and agrees not to bring any action or proceeding arising out of or relating to the Agreement in any forum
<br />not specifically provided for in the Agreement. If either party breaches this covenant, such party must pay
<br />the reasonable attorneys' fees and expenses incurred by the other party in connection with such
<br />proceedings. The parties agree that this Section 34 will apply even where there are third parties to or
<br />involved in an action, suit, or other proceeding covered by this Section 34,
<br />35. Waiver of Jury Trial. RETAILER AND PM USA HEREBY WAIVE, TO THE EXTENT
<br />PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH
<br />RESPECT TO, ARISING OUT OF, OR RELATING TO, THE AGREEMENT. THIS PROVISION 1S A
<br />MATERIAL INDUCEMENT FOR PM USA TO ENTER INTO THE AGREEMENT,
<br />36. Sovereign Immunity. If Retailer is a corporation or other business entity duly chartered and
<br />validly existing pursuant to the laws of a sovereign Indian nation, tribe, band, or other Indian community
<br />recognized as such by the federal government, then Retailer hereby waives whatever sovereign immunity
<br />it may possess in connection with the enforcement by PM USA of its rights under the Agreement.
<br />37. Changes to the 2015 Retail Leaders Agreement. PM USA may amend the Agreement, in
<br />whole or in part, including any Exhibit, from time to time in its sole discretion by providing notice to
<br />Retailer in accordance with the terms of the Agreement.
<br />38. Alteration of Terms. No AGDC sales personnel has the authority to modify, amend, or
<br />otherwise alter any terms or conditions of the Agreement.
<br />39. Exercise of Rights; Non -Waiver. Neither failure nor delay on the part of either party hereto to
<br />exercise any right, power, or privilege hereunder will operate as a waiver or relinquishment thereof, nor
<br />will any single or partial exercise of any other right, power, or privilege hereunder preclude any other or
<br />further exercise thereof or the exercise of any other right, power, or privilege.
<br />40. No Assignment. The Agreement may not be assigned by Retailer in whole or in part, either
<br />directly or by operation of law.
<br />41. Severability. If any provision of the Agreement is held invalid or unenforceable, the remaining
<br />provisions will remain in effect.
<br />42. Entire Agreement. The Agreement constitutes the entire agreement between the parties hereto
<br />and supersedes all prior and contemporaneous proposals, discussions, understandings, and agreements,
<br />whether oral or written, between the parties on this subject matter.
<br />Exhibit F
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