SHALL BE THE SOLE AND EXCLUSIVE
REMEDY AMONG THE PARTIES HERETO REGARDING ANY CLAIM, COUNTERCLAIMS OR ISSUES
PRESENTED OR PLED TO THE ARBITRATORS.
ANY MONETARY AWARD BY THE ARBITRATORS
SHALL BE PAID BY THE PARTY AGAINST WHOM SUCH AWARD IS ASSESSED WITHIN TWENTY
(20) BUSINESS DAYS AFTER SUCH AWARD BECOMES FINAL, FREE OF ANY TAX, DEDUCTION OR
SET-OFF.
TO THE EXTENT NOT PAID TO WHOM SUCH FINAL AWARD IS GRANTED WITHIN
TWENTY (20) BUSINESS DAYS, SUCH AWARD SHALL ACCRUE INTEREST FOR THE BENEFIT OF
SUCH PARTY AT A RATE OF TEN PERCENT (10%) PER ANNUM FROM THE DATE OF AWARD UNTIL
SUCH AWARD AND ACCRUED INTEREST IS PAID IN FULL TO THE PARTY ENTITLED THERETO.
ANY COSTS, FEES, EXPENSES OR TAXES INCIDENT TO THE
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arbitration proceedings and enforcing the award (including the costs of
production of documents) shall be charged against the party losing the
arbitration proceedings or resisting such enforcement, as the case may be, to
the extent determined appropriate by the Arbitrators.
(E)
EACH PARTY AGREES THAT IT WILL NOT FILE ANY SUIT, MOTION, PETITION
OR OTHERWISE COMMENCE ANY LEGAL ACTION OR PROCEEDING FOR ANY MATTER WHICH IS
REQUIRED TO BE SUBMITTED TO ARBITRATION AS CONTEMPLATED HEREIN EXCEPT IN
CONNECTION WITH THE ENFORCEMENT OF AN AWARD RENDERED BY THE ARBITRATORS.
UPON
THE ENTRY OF AN ORDER DISMISSING OR STAYING ANY ACTION OR PROCEEDING FILED
CONTRARY TO THE PRECEDING SENTENCE, THE PARTY THAT FILED SUCH ACTION OR
PROCEEDING SHALL PROMPTLY PAY TO THE OTHER PARTY THE ATTORNEY'S FEES, COSTS AND
EXPENSES INCURRED BY SUCH OTHER PARTY PRIOR TO THE ENTRY OF SUCH ORDER.
11.2
JURISDICTION.
SUBJECT TO THE PROVISIONS OF ARTICLE XI, EACH OF THE
PARTIES HERETO (I) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY
FEDERAL OR STATE COURT LOCATED IN DUVAL COUNTY, FLORIDA IF INITIATED BY THE
PURCHASER OR JEFFERSON COUNTY, KENTUCKY IF INITIATED BY THE SELLER (AND
ELSEWHERE WITH RESPECT TO APPELLATE COURTS WITH JURISDICTION OVER SUCH MATTER)
IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY, (II) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH
PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT
AND (III) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT OR
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY COURT OTHER THAN A FEDERAL OR
STATE COURT SITTING IN DUVAL COUNTY, FLORIDA OR JEFFERSON COUNTY, KENTUCKY, AS
APPLICABLE.
11.3
BINDING UPON SUCCESSORS AND ASSIGNS.
SUBJECT TO, AND UNLESS
OTHERWISE PROVIDED IN, THIS AGREEMENT, EACH AND ALL OF THE COVENANTS, TERMS,
PROVISIONS, AND AGREEMENTS CONTAINED HEREIN SHALL BE BINDING UPON, AND INURE TO
THE BENEFIT OF, THE PERMITTED SUCCESSORS, EXECUTORS, HEIRS, REPRESENTATIVES,
ADMINISTRATORS AND ASSIGNS OF THE PARTIES HERETO.
11.4
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT, OR THE
APPLICATION THEREOF, SHALL FOR ANY REASON AND TO ANY EXTENT BE INVALID OR
UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT AND APPLICATION OF SUCH PROVISION
TO OTHER PERSONS OR CIRCUMSTANCES SHALL