(I) THIS AGREEMENT, OR
(II) QUESTIONS OF ARBITRABILITY UNDER THIS AGREEMENT, SHALL BE RESOLVED BY
STANDARD ARBITRATION OR, TO THE EXTENT REASONABLY REQUESTED BY EITHER PARTY,
EXPEDITED ARBITRATION.
(B)
BY SIGNING THIS AGREEMENT, THE PARTIES HERETO ARE GIVING UP THEIR
RESPECTIVE RIGHT TO A JURY TRIAL, TO THE FULLEST EXTENT THAT SUCH WAIVER IS
ENFORCEABLE UNDER APPLICABLE LEGAL REQUIREMENTS.
11.13
BURDEN AND BENEFIT.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL
INURE TO THE BENEFIT OF, THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
THIS AGREEMENT AND ALL OF ITS CONDITIONS AND PROVISIONS ARE
FOR THE SOLE AND EXCLUSIVE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS, AND NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, IS INTENDED TO CONFER UPON ANY PERSON OTHER THAN THE PARTIES HERETO ANY
RIGHTS OR REMEDIES OF ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT
OR ANY PROVISION HEREOF; PROVIDED, HOWEVER, THAT ANY PERSON THAT IS NOT A PARTY
TO THIS AGREEMENT BUT, BY THE TERMS OF SECTION 7.2, IS ENTITLED TO
INDEMNIFICATION, SHALL BE CONSIDERED A THIRD-PARTY BENEFICIARY OF THIS
AGREEMENT, WITH FULL RIGHTS OF ENFORCEMENT AS THOUGH SUCH PERSON WAS A SIGNATORY
TO THIS AGREEMENT.
11.14
LEGAL FEES.
IF ANY PARTY TO THIS AGREEMENT BRINGS AN ACTION TO
ENFORCE ITS RIGHTS UNDER THIS AGREEMENT PRIOR TO THE CLOSING DATE, THE
PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS COSTS AND EXPENSES, INCLUDING
WITHOUT LIMITATION REASONABLE LEGAL FEES, INCURRED IN CONNECTION WITH SUCH
ACTION, INCLUDING ANY APPEAL OF SUCH ACTION.
FROM AND AFTER THE CLOSING DATE,
THE RECOVERY OF SUCH LEGAL FEES AND OTHER COSTS AND EXPENSES SHALL BE SUBJECT TO
THE PROVISIONS SET FORTH IN SECTION 11.12(A).
11.15
REPRESENTATION BY COUNSEL.
EACH PARTY HERETO REPRESENTS AND AGREES
WITH EACH OTHER THAT IT HAS BEEN REPRESENTED BY OR HAD THE OPPORTUNITY TO BE
REPRESENTED BY, INDEPENDENT COUNSEL OF ITS OWN CHOOSING, AND THAT IT HAS HAD THE
FULL RIGHT AND OPPORTUNITY TO CONSULT WITH ITS RESPECTIVE ATTORNEY(S), THAT TO
THE EXTENT, IF ANY, THAT IT DESIRED, IT AVAILED ITSELF OF THIS RIGHT AND
OPPORTUNITY, THAT IT OR ITS AUTHORIZED OFFICERS (AS THE CASE MAY BE) HAVE
CAREFULLY READ AND FULLY UNDERSTAND THIS AGREEMENT IN ITS ENTIRETY AND HAVE HAD
IT FULLY EXPLAINED TO THEM BY SUCH PARTY'S RESPECTIVE COUNSEL, THAT EACH IS
FULLY AWARE OF THE CONTENTS THEREOF AND ITS MEANING, INTENT AND LEGAL EFFECT,
AND THAT IT OR ITS AUTHORIZED OFFICER (AS THE CASE MAY BE) IS COMPETENT TO
EXECUTE THIS AGREEMENT AND HAS EXECUTED THIS AGREEMENT FREE FROM COERCION,
DURESS OR UNDUE INFLUENCE.
70
11.16
SPECIFIC PERFORMANCE.
EACH OF THE PARTIES HERETO ACKNOWLEDGES AND
AGREES THAT THE OTHER PARTIES WOULD BE DAMAGED IRREPARABLY IN THE EVENT ANY OF
THE PROVISIONS OF THIS AGREEMENT ARE NOT PERFORMED IN ACCORDANCE WITH ITS
SPECIFIC TERMS OR OTHERWISE ARE BREACHED.
ACCORDINGLY, EACH OF THE PARTIES
HERETO AGREES THAT THE OTHER PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR
INJUNCTIONS TO PREVENT BREACHES OF THE PROVISIONS OF THIS