/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Letter_of_Intent/0.md
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Miscellaneous
  1. Entire Agreement
    The Binding Provisions supersede all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitute a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.
  2. Modification
    The letter may only be amended, supplemented, or otherwise modified by a writing executed by the parties.
  3. Governing Law
    All matters relating to or arising out of a Possible Acquisition and the rights of the parties (sounding in contract, tort, or otherwise) will be governed by and construed and interpreted under the laws of {Law.State.the}, without regard to conflicts of laws principles that would require the application of any other law.
  4. Jurisdiction; Service of Process
    Any proceeding arising out of or relating to a Possible Acquisition shall be brought in the courts of {Tribunal.State.cl}, or, if it has or can acquire jurisdiction, in {Tribunal.USDC.cl}, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of such proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to a Possible Acquisition in any other court. Each party acknowledges and agrees that this Paragraph 13(d) constitutes a voluntary and bargained- for agreement between the parties. Process in any proceeding may be served on any party anywhere in the world.
  5. Counterparts
    This letter may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. A manual signature on this letter whose image shall have been transmitted electronically will constitute an original signature for all purposes. The delivery of copies of this letter, including executed signature pages, by electronic transmission will constitute effective delivery of this letter for all purposes.