GNC 2008 Annual Report Download - page 208

SECTION 6.05. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws
of the State of Delaware, without giving effect to its principles of conflict of laws. The parties hereto irrevocably submit, in any legal action or proceeding
relating to this Agreement, to the jurisdiction of the courts of the United States located in the State of New York or in any New York state court located in
New York county and consent that any such action or proceeding may be brought in such courts and waive any objection that they may now or hereafter have
to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum.
SECTION 6.06. Enforcement. The parties expressly agree that the provisions of this Agreement may be specifically enforced against each of the parties
hereto in any court of competent jurisdiction.
SECTION 6.07. Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
SECTION 6.08. Additional Securities Subject to Agreement. Except as otherwise determined by Ares and Teachers, all shares of Stock of the Company
that any Stockholder hereafter acquires by means of a stock split, stock dividend, distribution, exercise of options or warrants or otherwise (other than
pursuant to a public offering) whether by merger, consolidation or otherwise (including shares of a surviving corporation into which the shares of Stock of the
Company are exchanged in such transaction) will be subject to the provisions of this Agreement to the same extent as if held on the date of the Original
Agreement.
SECTION 6.09. Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.
SECTION 6.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which may be executed by less than all of the
parties hereto, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one
instrument.
SECTION 6.11. Termination of Certain Provisions. Other than the rights set forth in Section 4.06, the rights set forth in Article V and the provisions set
forth in this Article VI, all rights and obligations under this Agreement will terminate and be of no force and effect upon the consummation of a Qualified
Public Offering.
SECTION 6.12. Waiver of Jury Trial. Each party to this Agreement, for itself and its Related Persons, hereby irrevocably and unconditionally waives to
the fullest extent permitted by applicable law all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to the actions of the parties hereto or their respective Related Persons pursuant to this Agreement or in the negotiation,
administration, performance or enforcement of this Agreement.
SECTION 6.13. Co-Investors. With respect to any rights or obligations of any Co-Investors under this Agreement, Ares shall be entitled to act on behalf
of itself and the Co-Investors as a group; provided, that (i) Ares shall have no liability to any Person with respect to the failure of any Co-Investor to comply
with the terms of this Agreement or the Co-Investors Agreement and (ii) no Co-Investor shall have any rights under this Agreement except as expressly set
forth in the Co-Investors