12.8.
Counterparts.
This Agreement may be executed in one or more
counterparts and by facsimile transmission, each of which shall be considered an
original instrument, but all of which shall be considered one and the same
agreement, and shall become binding when one or more counterparts have been
signed by each of the parties hereto and delivered to each of the parties
hereto.
12.9.
Headings.
The headings of the Sections and the subsections of this
Agreement are inserted for convenience of reference only and shall not
constitute a part hereof.
12.10.
Governing Law; Jurisdiction.
IN ALL RESPECTS, INCLUDING ALL MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING
CONFLICT OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.
BUYER, HAI, AND EACH OF THE SHAREHOLDERS AGREE TO SUBMIT TO PERSONAL
JURISDICTION AND TO WAIVE ANY OBJECTION AS TO VENUE IN THE COUNTY OF COOK, STATE
OF ILLINOIS. SERVICE OF PROCESS ON BUYER, HAI OR EITHER OF THE SHAREHOLDERS IN
ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE EFFECTIVE IF
MAILED TO SUCH PARTY AT THE ADDRESS LISTED ABOVE.
12.11.
Waiver of Jury Trial.
BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL 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, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER
THIS AGREEMENT.
[Remainder of page intentionally left blank]
40
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year first above written.
HEALTHCARE AUTOMATION, INC.
By:
/S/ Ken Pereira
Name:
Kenneth J. Pereira
Title:
Chief Executive Officer
MEDIWARE INFORMATION SYSTEMS, INC.
By:
/S/ T. Kelly Mann
Name:
T. Kelly Mann
Title:
Chief Executive Officer
ADVANTAGE REIMBURSEMENT, LLC
By:
/S/ T. Kelly Mann
Name:
T. Kelly Mann
Title:
Chief Executive Officer
/S/ David A. Belhumeur
DAVID A. BELHUMEUR
/S/ Kenneth J. Pereira
KENNETH J. PEREIRA
Signature Page
to
Amended and Restated Purchase Agreement