eTrade 2007 Annual Report Download - page 188

Section 9.5 Counterparts; Fax Signatures. This Agreement may be executed by telecopy and in any number of counterparts,
each of which shall be an original, but all of which together shall constitute one instrument. Any signature page delivered by a
telecopy machine shall be binding to the same extent as an original signature page, with regard to this Agreement or any amendment
hereto. A Party who delivers such a signature page agrees to later deliver an original counterpart to the other Party upon request.
Section 9.6 Benefits of Agreement. Subject to Section 9.8, all of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns. This Agreement is for the sole
benefit of the Parties hereto and not for the benefit of any third party.
Section 9.7 Amendments and Waivers.
(a) No modification, amendment or waiver of any provision of, or consent required by, this Agreement, nor any consent to
any departure herefrom, shall be effective unless it is in writing and signed by the Company and Parent. Such modification,
amendment, waiver or consent shall be effective only in the specific instance and for the purpose for which given.
(b) Consistent with Section 2.3(f), the Parties agree to negotiate in good faith regarding amendments to this Agreement
required due to a Material Legal Shift (including, but not limited to, requirements by a Governmental Entity due to applicable Legal
Requirements). If the Parties fail to reach a mutual agreement as to such amendments, they may terminate this Agreement. For the
avoidance of doubt, termination of the Agreement under this Section 9.7(b) would require Parent to pay to the Company the
Liquidated Damages Amount pursuant to Section 5.7 of this Agreement.
Section 9.8 Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by
the Parties hereto without the prior written consent of the other Parties; provided, however, that either the Company or Parent may
assign its rights hereunder to an Affiliate, but no such assignment shall relieve the assigning party of its obligations or liabilities
hereunder. Any instrument purporting to make an assignment in violation of this Section 9.8 shall be void ab initio.
Section 9.9 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
Section 9.10 Consent to Jurisdiction. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT (EACH, A “PROCEEDING”), EACH PARTY HERETO IRREVOCABLY (I) AGREES AND
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