CLAIMS RISING OUT OF OR IN CONNECTION
WITH ANY OF SUCH OTHER AGREEMENTS.
22
10.7
SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF.
EACH PARTY
RECOGNIZES AND AFFIRMS THAT IN THE EVENT OF BREACH BY IT OF THE PROVISIONS OF
THIS AGREEMENT, MONEY DAMAGES WOULD BE INADEQUATE AND THE OTHER PARTIES WOULD
HAVE NO ADEQUATE REMEDY AT LAW.
ACCORDINGLY, EACH PARTY AGREES THAT THE OTHER
PARTIES SHALL, BETWEEN THE DATE HEREOF AND THE CLOSING DATE, HAVE THE RIGHT, IN
ADDITION TO ANY OTHER RIGHTS AND REMEDIES EXISTING IN ITS FAVOR, TO INSTITUTE AN
ACTION TO ENFORCE ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT NOT ONLY BY AN
ACTION OR ACTIONS FOR DAMAGES, BUT ALSO BY AN ACTION OR ACTIONS FOR SPECIFIC
PERFORMANCE, INJUNCTION AND/OR OTHER EQUITABLE RELIEF IN ORDER TO ENFORCE OR
PREVENT ANY VIOLATIONS (WHETHER ANTICIPATORY, CONTINUING OR FUTURE) OF THE
PROVISIONS OF THIS AGREEMENT WITHOUT THE NECESSITY OF PROVING ACTUAL DAMAGES OR
POSTING BOND PENDING FINAL SETTLEMENT BY ARBITRATION IN ACCORDANCE WITH
SECTION 10.6.
THE PARTIES HERETO AGREE THAT ANY AND ALL ACTIONS OR PROCEEDINGS
RAISED UNDER ANY RIGHT PURSUANT TO THIS SECTION 10.7 SHALL BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, INCLUDING FEDERAL COURTS
LOCATED THEREIN, SHOULD FEDERAL JURISDICTION REQUIREMENTS EXIST.
EACH OF THE
PARTIES CONSENTS TO THE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE
APPELLATE COURTS) IN ANY SUCH ACTION OR PROCEEDING AND WAIVES ANY OBJECTION TO
VENUE LAID THEREIN.
PROCESS IN ANY ACTION OR PROCEEDING REFERRED TO IN THE
PRECEDING SENTENCE MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD.
10.8
ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT NO
ASSIGNMENT SHALL BE MADE HEREOF WITHOUT THE PRIOR WRITTEN CONSENT OF THE
NON-ASSIGNING PARTIES.
10.9
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS
SOLELY FOR THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE AFFILIATES AND NO
PROVISION OF THIS AGREEMENT SHALL BE DEEMED TO CONFER UPON THIRD PARTIES ANY
REMEDY, CLAIM, LIABILITY, REIMBURSEMENT, CLAIM OF ACTION OR OTHER RIGHT IN
EXCESS OF THOSE EXISTING WITHOUT REFERENCE TO THIS AGREEMENT.
10.10
ENTIRE UNDERSTANDING.
THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS SET FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES IN
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY AND SUPERSEDES ALL PRIOR
AGREEMENTS, ARRANGEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER
HEREOF AND IS NOT INTENDED TO CONFER UPON ANY OTHER PERSON ANY RIGHTS OR
REMEDIES HEREUNDER.
THERE HAVE BEEN NO REPRESENTATIONS OR STATEMENTS, ORAL OR
WRITTEN, THAT HAVE BEEN RELIED ON BY ANY PARTY HERETO, EXCEPT THOSE EXPRESSLY
SET FORTH IN THIS AGREEMENT AND THE ANCILLARY AGREEMENTS.
10.11
CONSTRUCTION.
THE PARTIES ACKNOWLEDGE AND AGREE THAT EACH
OF THEM HAVE PARTICIPATED IN THE DRAFTING OF THIS AGREEMENT AND THAT THIS
AGREEMENT HAS BEEN REVIEWED BY THE RESPECTIVE LEGAL COUNSEL FOR SUCH PARTIES AND
THAT THE NORMAL RULE OF CONSTRUCTION TO THE EFFECT THAT ANY AMBIGUITIES ARE TO
BE RESOLVED AGAINST THE DRAFTING