THEM,
WHETHER EXERCISED OR NOT, SHALL BE DEEMED TO BE IN EXCLUSION OF ANY OTHER RIGHT
OR REMEDY.
14.
AMENDMENT.
THE PROVISIONS OF THIS AGREEMENT MAY BE AMENDED OR
MODIFIED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY AND THE ADVISOR.
15.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE MATTERS HEREIN CONTAINED AND ANY
AGREEMENT HEREAFTER MADE SHALL BE INEFFECTIVE TO EFFECT ANY CHANGE OR
MODIFICATION, IN WHOLE OR IN PARTY, UNLESS SUCH AGREEMENT IS IN WRITING AND
SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF THE CHANGE OR MODIFICATION IS
SOUGHT.
16.
APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF
THE STATE OF ILLINOIS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ILLINOIS.
17.
MUTUAL WAIVER OF JURY TRIAL.
BECAUSE DISPUTES ARISING IN
CONNECTION WITH COMPLEX 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, EACH PARTY TO THIS AGREEMENT (INCLUDING THE COMPANY) HEREBY WAIVES
ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR
INCIDENTAL
6
TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS
ESTABLISHED AMONG THE PARTIES HEREUNDER.
18.
SUCCESSORS.
THIS AGREEMENT AND ALL THE OBLIGATIONS AND BENEFITS
HEREUNDER SHALL INURE TO THE SUCCESSORS AND PERMITTED ASSIGNS OF THE PARTIES.
19.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS WITH THE SAME EFFECT AS IF ALL SIGNING PARTIES HAD SIGNED THE SAME
DOCUMENT. ALL COUNTERPARTS SHALL BE CONSTRUED TOGETHER AND CONSTITUTE THE SAME
INSTRUMENT.
20.
CONFIDENTIALITY.
THE COMPANY MAY NOT DISCLOSE THE TERMS OF THIS
AGREEMENT EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW OR THE RULES OF ANY
EXCHANGE ON WHICH THE COMPANY OR ITS AFFILIATES' SECURITIES ARE TRADED.
*
*
*
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IN WITNESS WHEREOF, the parties hereto have caused this Management Services
Agreement to be executed and delivered as of the date first above written.
VWR FUNDING, INC.
By:
Name:
Title:
MADISON DEARBORN PARTNERS V-B,
L.P.
By: Madison Dearborn Partners, LLC
Partner
By:
Name:
Title:
[Signature Page to Management Services Agreement]