JBL » Topics » Taiwan Green Point Enterprises Co., Ltd.

This excerpt taken from the JBL 10-K filed May 15, 2007.

Taiwan Green Point Enterprises Co., Ltd.

No.256, Shen Lin Rd., Sec.1, Ta Ya Hsiang

Taichung Hsien, Taiwan, R.O.C.Attention: H. H. ChiangFacsimile: +886-4-2567-1672

with a copy to:

Lee and Li, Attorneys-at-Law

9th Fl., Tun Hwa N. Rd.

Taipei, Taiwan, R.O.C.

Attention: Juce Fan, Esq.

Facsimile: +(886) 2-2713-3966

8.7. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

8.8. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more



counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

8.9. Benefits; Assignment. This Agreement is not intended to confer upon any person other than the parties any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations of any party hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party, except that Buyer may assign their rights and delegate their obligations hereunder to their affiliates with the consent of Graduate, which such consent shall not be unreasonably withheld and as long as they remain ultimately liable for all of their obligations hereunder. Any purported assignment without required consent shall be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

8.10. Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in a court of Taiwan, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the courts of Taiwan in the event any dispute arises out of this Agreement or any of the transactions referenced in this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions referenced in this Agreement in any court other than the courts of Taiwan.

8.11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Taiwan, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof; provided that issues involving the corporate governance of any of the parties shall be governed by their respective jurisdictions of incorporation.

8.12. Rules of Construction. The parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

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