BENEFIT OF THE
SUCCESSORS AND PERMITTED ASSIGNS OF THE PARTIES.
NOTHING EXPRESSED OR REFERRED
TO IN THIS AGREEMENT WILL BE CONSTRUED TO GIVE ANY PERSON OTHER THAN THE PARTIES
TO THIS AGREEMENT ANY LEGAL OR EQUITABLE RIGHT, REMEDY, OR CLAIM UNDER OR WITH
RESPECT TO THIS AGREEMENT OR ANY PROVISION OF THIS AGREEMENT.
THIS
81
AGREEMENT AND ALL OF ITS PROVISIONS AND CONDITIONS ARE FOR THE SOLE AND
EXCLUSIVE BENEFIT OF THE PARTIES TO THIS AGREEMENT AND THEIR SUCCESSORS AND
ASSIGNS.
12.11
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS
HELD INVALID OR UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION, THE OTHER
PROVISIONS OF THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT.
ANY
PROVISION OF THIS AGREEMENT HELD INVALID OR UNENFORCEABLE ONLY IN PART OR DEGREE
WILL REMAIN IN FULL FORCE AND EFFECT TO THE EXTENT NOT HELD INVALID OR
UNENFORCEABLE.
12.12
SECTION HEADINGS, CONSTRUCTION.
THE HEADINGS OF
ARTICLES AND SECTIONS IN THIS AGREEMENT ARE PROVIDED FOR CONVENIENCE ONLY AND
WILL NOT AFFECT ITS CONSTRUCTION OR INTERPRETATION.
ALL REFERENCES TO "ARTICLE"
OR "ARTICLES" AND "SECTION" OR "SECTIONS" REFER TO THE CORRESPONDING ARTICLE OR
ARTICLES AND SECTION OR SECTIONS OF THIS AGREEMENT.
ALL WORDS USED IN THIS
AGREEMENT WILL BE CONSTRUED TO BE OF SUCH GENDER OR NUMBER AS THE CIRCUMSTANCES
REQUIRE.
UNLESS OTHERWISE EXPRESSLY PROVIDED, THE WORD "INCLUDING" DOES NOT
LIMIT THE PRECEDING WORDS OR TERMS.
12.13
TIME OF ESSENCE.
WITH REGARD TO ALL DATES AND TIME
PERIODS SET FORTH OR REFERRED TO IN THIS AGREEMENT, TIME IS OF THE ESSENCE.
12.14
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY THE
LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
12.15
SPECIFIC PERFORMANCE.
ALL OF THE PARTIES ACKNOWLEDGE
AND AGREE THAT THE OTHER PARTY WOULD BE DAMAGED IRREPARABLY IN THE EVENT ANY OF
THE PROVISIONS OF THIS AGREEMENT ARE NOT PERFORMED IN ACCORDANCE WITH THEIR
SPECIFIC TERMS OR OTHERWISE ARE BREACHED.
ACCORDINGLY, ALL OF THE PARTIES AGREE
THAT THE OTHER PARTY SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO
PREVENT BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY
THIS AGREEMENT AND THE TERMS AND PROVISIONS HEREOF IN ANY ACTION INSTITUTED IN
ANY COURT OF THE UNITED STATES OR ANY STATE THEREOF HAVING JURISDICTION OVER THE
PARTIES AND THE MATTER IN ADDITION TO ANY OTHER REMEDY.
12.16
WAIVER OF JURY TRIAL.
TO THE EXTENT NOT PROHIBITED BY
APPLICABLE LAW WHICH CANNOT BE WAIVED, MAJORITY OWNERS HEREBY WAIVE, AND
COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR PASSED UPON THIS
AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER
ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE.
12.17
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE
OR MORE COUNTERPARTS, EACH OF WHICH WILL BE DEEMED TO BE AN ORIGINAL COPY OF
THIS AGREEMENT AND ALL OF WHICH, WHEN TAKEN