ALL OF WHICH TAKEN TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
14
(F)
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE PROVIDED HEREIN,
THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
PURCHASER, IAN PEARLSTEIN TRUST, IVANNA PEARLSTEIN TRUST, THE COMPANY,
SOLERA, INC., THE INVESTORS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
(INCLUDING SUBSEQUENT HOLDERS OF SECURITIES); PROVIDED THAT THE RIGHTS AND
OBLIGATIONS OF PURCHASER UNDER THIS AGREEMENT SHALL NOT BE ASSIGNABLE EXCEPT IN
CONNECTION WITH A PERMITTED TRANSFER OF SECURITIES HEREUNDER.
(G)
CHOICE OF LAW.
THE LAW OF THE STATE OF DELAWARE WILL GOVERN ALL
QUESTIONS CONCERNING THE RELATIVE RIGHTS OF THE COMPANY, SOLERA, INC. AND ITS
SECURITYHOLDERS.
ALL OTHER QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND
INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS HERETO WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT
GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER
OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
(H)
MUTUAL WAIVER OF JURY TRIAL.
BECAUSE DISPUTES ARISING IN
CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED
BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND
FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE,
TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY
JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN
OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR
OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP
ESTABLISHED AMONG THE PARTIES HEREUNDER.
(I)
REMEDIES.
EACH OF THE PARTIES TO THIS AGREEMENT (AND THE
INVESTORS AS THIRD-PARTY BENEFICIARIES) WILL BE ENTITLED TO ENFORCE ITS RIGHTS
UNDER THIS AGREEMENT SPECIFICALLY, TO RECOVER DAMAGES AND COSTS (INCLUDING
ATTORNEY'S FEES) CAUSED BY ANY BREACH OF ANY PROVISION OF THIS AGREEMENT AND TO
EXERCISE ALL OTHER RIGHTS EXISTING IN ITS FAVOR.
THE PARTIES HERETO AGREE AND
ACKNOWLEDGE THAT MONEY DAMAGES MAY NOT BE AN ADEQUATE REMEDY FOR ANY BREACH OF
THE PROVISIONS OF THIS AGREEMENT AND THAT ANY PARTY MAY IN ITS SOLE DISCRETION
APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION (WITHOUT POSTING
ANY BOND OR DEPOSIT) FOR SPECIFIC PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF IN
ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS OF THIS AGREEMENT.
(J)
AMENDMENT AND WAIVER.
THE PROVISIONS OF THIS AGREEMENT MAY BE
AMENDED AND WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY,
SOLERA, INC., PURCHASER AND THE MAJORITY HOLDERS.
(K)
BUSINESS DAYS.
IF ANY TIME PERIOD FOR GIVING NOTICE OR TAKING
ACTION HEREUNDER EXPIRES ON A DAY WHICH IS A SATURDAY, SUNDAY OR