STATE OF NEW YORK SHALL GOVERN ALL QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND
THE PERFORMANCE OF THE OBLIGATIONS IMPOSED BY THIS AGREEMENT.
(C)
JURISDICTION AND VENUE.
EXCEPT FOR ANY
DISPUTE BETWEEN THE COMPANY REPRESENTATIVE AND THE BUYER REPRESENTATIVE WITH
RESPECT TO THE MATTERS REFERRED TO IN SECTION 4D OF THE MERGER AGREEMENT (WHICH,
IN EACH CASE, SHALL BE RESOLVED IN ACCORDANCE WITH THE DISPUTE RESOLUTION
PROCEDURES SET FORTH THEREIN), THE PARTIES AGREE THAT JURISDICTION AND VENUE IN
ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ANY PARTY PURSUANT TO THIS AGREEMENT
SHALL PROPERLY AND EXCLUSIVELY) LIE IN ANY FEDERAL OR STATE COURT LOCATED IN
CHICAGO, ILLINOIS OR NEW YORK, NEW YORK.
EACH PARTY ALSO AGREES NOT TO BRING
ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT.
BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH
RESPECT TO SUCH SUIT, ACTION OR PROCEEDING.
THE PARTIES IRREVOCABLY AGREE THAT
VENUE WOULD BE
8
PROPER IN SUCH COURT, AND HEREBY WAIVE ANY OBJECTION THAT ANY SUCH COURT IS AN
IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH SUIT, ACTION OR
PROCEEDING.
THE PARTIES FURTHER AGREE THAT THE MAILING BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, OF ANY PROCESS REQUIRED BY ANY SUCH
COURT SHALL CONSTITUTE VALID AND LAWFUL SERVICE OF PROCESS AGAINST THEM, WITHOUT
NECESSITY FOR SERVICE BY ANY OTHER MEANS PROVIDED BY STATUTE OR RULE OF COURT.
(D)
WAIVER OF JURY TRIAL.
THE PARTIES TO THIS
AGREEMENT EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT
TO TRIAL OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS
AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE.
THE PARTIES TO
THIS AGREEMENT EACH HEREBY AGREE AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION, CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT
THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(E)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED ON TWO OR MORE SEPARATE COUNTERPARTS, EACH OF WHICH WILL BE AN ORIGINAL
AND ALL OF WHICH TAKEN TOGETHER WILL CONSTITUTE ONE AND THE SAME AGREEMENT.
(F)
SUCCESSORS AND ASSIGNS.
EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER THIS AGREEMENT NOR ANY
OF THE RIGHTS OR OBLIGATIONS HEREUNDER MAY BE ASSIGNED BY ANY PARTY (WHETHER BY
OPERATION OF LAW OR OTHERWISE) WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTIES.
SUBJECT TO THE FOREGOING, THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO