MASCULINE, FEMININE, NEUTER, SINGULAR AND PLURAL, AS
THE IDENTITY OF THE PERSON MAY IN THE CONTEXT REQUIRE.
THE USE OF THE WORDS
"INCLUDE," "INCLUDING" OR VARIATIONS THEREOF IN THIS AGREEMENT SHALL BE BY WAY
OF EXAMPLE RATHER THAN BY LIMITATION. THE PARTIES HERETO ACKNOWLEDGE THAT ALL
PARTIES PARTICIPATED EQUALLY IN THE DRAFTING AND NEGOTIATION OF THIS AGREEMENT
AND WERE REPRESENTED BY COUNSEL OF THEIR OWN CHOOSING IN CONNECTION THEREWITH.
CONSEQUENTLY, THIS AGREEMENT SHALL BE CONSTRUED WITHOUT REFERENCING TO ANY
RULE OF LAW, WHICH PROVIDES THAT AMBIGUITIES IN A CONTRACT ARE TO BE RESOLVED
AGAINST THE DRAFTER THEREOF.
THE OFFICIAL LANGUAGE OF THIS AGREEMENT IS, AND
SHALL CONTINUE FOR ALL PURPOSES TO BE, THE ENGLISH LANGUAGE.
12.9.
PUBLIC ANNOUNCEMENTS.
NO NOTICES TO THIRD PARTIES OR OTHER
PUBLICITY, INCLUDING PRESS RELEASES, EMPLOYEE NOTIFICATIONS, VENDOR
NOTIFICATIONS AND CUSTOMER NOTIFICATIONS, CONCERNING ANY OF THE TRANSACTIONS
PROVIDED FOR HEREIN SHALL BE MADE BY ANY PARTY HERETO UNLESS PLANNED AND
COORDINATED JOINTLY AMONG THE PARTIES HERETO, WITH EACH PARTY APPROVING ANY
PRESS RELEASE IN WRITING PRIOR TO RELEASE; PROVIDED THAT NOTHING HEREIN SHALL
RESTRICT OR DELAY EITHER PARTY FROM ISSUING ANY PRESS RELEASE OR OTHER PUBLICITY
TO THE EXTENT REQUIRED BY LAW.
12.10.
NO THIRD PARTY BENEFICIARIES.
EXCEPT FOR THE PROVISIONS OF
SECTION 10 RELATING TO INDEMNIFIED PARTIES UNDER THIS AGREEMENT, (I) THE
PROVISIONS OF THIS AGREEMENT ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO
AND ARE NOT INTENDED TO CONFER UPON ANY PERSON EXCEPT THE PARTIES HERETO ANY
RIGHTS OR REMEDIES HEREUNDER, AND (II) THERE ARE NO THIRD PARTY BENEFICIARIES OF
THIS AGREEMENT AND THIS AGREEMENT SHALL NOT PROVIDE ANY THIRD PARTY WITH ANY
REMEDY OR CLAIM OR OTHER RIGHT IN EXCESS OF THOSE EXISTING WITHOUT REFERENCE TO
THIS AGREEMENT.
12.11.
WAIVER OF TRIAL BY JURY.
THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO
ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY TO THIS AGREEMENT.
THIS PROVISION IS A MATERIAL
INDUCEMENT FOR METHODE AND THE SELLING PARTIES ENTERING INTO THIS AGREEMENT.
12.12.
CUMULATIVE REMEDIES.
ALL RIGHTS AND REMEDIES OF THE PARTIES TO THIS
AGREEMENT ARE CUMULATIVE OF EACH OTHER AND OF EVERY OTHER RIGHT OR REMEDY SUCH
PARTIES MAY OTHERWISE HAVE AT LAW OR IN EQUITY, AND THE EXERCISE OF ONE OR MORE
RIGHTS OR REMEDIES SHALL NOT PREJUDICE OR IMPAIR THE CONCURRENT OR SUBSEQUENT
EXERCISE OF OTHER RIGHTS OR REMEDIES.
44
12.13.
GOVERNING LAW; JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
DELAWARE, EXCLUDING ANY CHOICE OF LAW RULES WHICH MAY DIRECT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION. THE PARTIES HEREBY COVENANT AND AGREE THAT ANY
AND ALL ACTIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE BROUGHT AND
MAINTAINED IN THE FEDERAL AND STATE COURTS SITTING IN HARRIS COUNTY, TEXAS, AND