eTrade 2007 Annual Report Download - page 189

CONSENTS TO BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF
NEW YORK AND (II) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF
ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT SUCH PROCEEDING HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH
PROCEEDING, THAT SUCH COURT DOES NOT HAVE ANY JURISDICTION OVER SUCH PARTY.
Section 9.11 Registration and Filing of this Agreement. To the extent, if any, that any Party concludes in good faith that it is
required by applicable Legal Requirements to file or register this Agreement or a notification thereof with any governmental or self-
regulatory authority, including the U.S. Securities and Exchange Commission, such Party shall inform the other Parties thereof and the
Parties shall cooperate with one another each at its own expense in such filing or notification and shall execute all documents
reasonably required in connection therewith. In such filing or registration, the Parties shall request confidential treatment of sensitive
provisions of this Agreement, to the extent permitted by applicable Legal Requirements. The Parties shall promptly inform one another
as to the activities or inquiries of any such governmental or self-regulatory authority relating to this Agreement, and shall cooperate to
respond to any request for further information therefrom on a timely basis.
Section 9.12 Force Majeure. Without limiting any right that any Party may have under Section 8.2 (and the other provisions
of this Agreement referenced therein), the occurrence of an event which materially interferes with the ability of a Party to perform its
obligations or duties hereunder which is not within the reasonable control of the Party affected and not due to malfeasance (“Force
Majeure”), including, but not limited to, an injunction, order or other action by a governmental authority, fire, accident, labor
difficulty, strike, riot, civil commotion, act of God or change in law, shall not excuse such Party from the performance of its
obligations or duties under this Agreement, but shall merely suspend such performance during the continuation of Force Majeure. The
Party prevented from performing its obligations or duties because of Force Majeure shall promptly notify the other Parties hereto (the
“Other Parties”) of the occurrence and particulars of such Force Majeure and shall provide the Other Parties, from time to time, with
its best estimate of the duration of such Force Majeure and with notice of the termination thereof. The Party so affected shall use
commercially reasonable efforts to avoid or remove such causes of nonperformance. Upon termination of Force Majeure, the
performance of any suspended obligation or duty shall promptly recommence. If a Force Majeure event occurs that materially
interferes with the Company’s ability to route Covered Orders for execution, Parent may elect to route any Covered Orders that would
otherwise be required to be routed to the Company pursuant to Section 2.1 to a Broker-Dealer or execution venue other than the
Company during the term of the Force Majeure event.
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