GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
11.8
CONSENT TO JURISDICTION; VENUE.
(A)
SUBJECT TO SECTION 11.1, THE PARTIES HERETO SUBMIT TO THE EXCLUSIVE
PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND THE FEDERAL COURTS
OF THE UNITED STATES SITTING IN DALLAS COUNTY, AND ANY APPELLATE COURT FROM ANY
SUCH STATE OR FEDERAL COURT, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE
THAT ALL CLAIMS, ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT SHALL BE HEARD AND DETERMINED IN SUCH TEXAS COURT OR, TO THE EXTENT
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PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO AGREE THAT A FINAL
JUDGMENT IN ANY SUCH CLAIM, ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.
(B)
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED MATTER IN
ANY TEXAS STATE OR FEDERAL COURT LOCATED IN DALLAS COUNTY AND THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH CLAIM IN ANY SUCH COURT.
11.9
FURTHER ASSURANCES. FROM TIME TO TIME FOLLOWING THE CLOSING, AT THE
REQUEST OF ANY PARTY HERETO AND WITHOUT FURTHER CONSIDERATION, THE OTHER PARTY
OR PARTIES HERETO SHALL EXECUTE AND DELIVER TO SUCH REQUESTING PARTY SUCH
INSTRUMENTS AND DOCUMENTS AND TAKE SUCH OTHER ACTION (BUT WITHOUT INCURRING ANY
MATERIAL FINANCIAL OBLIGATION) AS SUCH REQUESTING PARTY MAY REASONABLY REQUEST
(AND WHICH IS NOT SPECIFICALLY REQUIRED HEREBY IN ANOTHER PROVISION) IN ORDER TO
CONSUMMATE MORE FULLY AND EFFECTIVELY THE TRANSACTIONS CONTEMPLATED HEREBY.
11.10
COUNTERPARTS. THIS INSTRUMENT MAY BE EXECUTED IN ANY NUMBER OF
IDENTICAL COUNTERPARTS, EACH OF WHICH FOR ALL PURPOSES SHALL BE DEEMED AN
ORIGINAL, AND ALL OF WHICH SHALL CONSTITUTE COLLECTIVELY, ONE INSTRUMENT. IT IS
NOT NECESSARY THAT EACH PARTY HERETO EXECUTE THE SAME COUNTERPART SO LONG AS
IDENTICAL COUNTERPARTS ARE EXECUTED BY EACH SUCH PARTY HERETO. THIS INSTRUMENT
MAY BE VALIDLY EXECUTED AND DELIVERED BY FACSIMILE OR OTHER ELECTRONIC
TRANSMISSION.
11.11
INJUNCTIVE RELIEF. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE
FAILURE OF ANY PARTY TO THIS AGREEMENT TO PERFORM ITS OBLIGATIONS HEREUNDER IN
ACCORDANCE WITH THEIR SPECIFIC TERMS OR TO OTHERWISE COMPLY WITH SUCH
OBLIGATIONS, INCLUDING ITS FAILURE TO TAKE ALL ACTIONS AS ARE NECESSARY ON ITS
PART OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, COULD CAUSE
IRREPARABLE INJURY TO THE OTHER PARTIES TO THIS AGREEMENT FOR WHICH DAMAGES,
EVEN IF AVAILABLE, WOULD NOT BE AN ADEQUATE REMEDY. ACCORDINGLY, EACH OF THE
PARTIES HERETO HEREBY CONSENTS TO THE ISSUANCE OF INJUNCTIVE RELIEF BY ANY COURT
OF COMPETENT JURISDICTION TO COMPEL PERFORMANCE OF