CONDUCT, COURSE OR
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING
TO THIS AGREEMENT; AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
BEFORE A JUDGE AND NOT BEFORE A JURY. EACH OF THE PARTIES HERETO FURTHER WAIVES
ANY RIGHT TO SEEK TO CONSOLIDATE ANY SUCH LITIGATION IN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL CANNOT OR HAS NOT
BEEN WAIVED. FURTHER, EACH OF THE PARTIES HERETO HEREBY CERTIFIES THAT NONE OF
ITS REPRESENTATIVES, AGENTS OR ATTORNEYS HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE
THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES HERETO
ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT TO
THE ACCEPTANCE OF THIS AGREEMENT BY THE OTHER PARTIES HERETO.
13.19 Timing
All dates and times specified in this Agreement are of the essence and shall be
strictly enforced.
13.20 Remedies for Breach of this Agreement
Except as otherwise specifically provided in this Agreement, the rights and
remedies set forth in this Agreement are cumulative and the use of any one (1)
right or remedy by any party shall not preclude or waive the right to use any or
all other remedies. Except as otherwise provided in this Agreement, the rights
and remedies set forth herein are in addition to any other rights and remedies
the parties may have in law and/or in equity (or otherwise).
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13.21 Reasonableness of Remedies
THE REMEDIES SET FORTH IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION,
SECTION 3.03 AND ARTICLE VIII) ARE A MATERIAL INDUCEMENT FOR EACH MEMBER TO
ENTER INTO THIS AGREEMENT, AND THE MEMBERS WOULD NOT HAVE AGREED TO ENTER INTO
THIS AGREEMENT BUT FOR THE AGREEMENT OF EACH MEMBER TO BE BOUND BY SUCH
REMEDIES. EACH MEMBER ACKNOWLEDGES AND AGREES THAT THE FOREGOING REMEDIES ARE
FAIR AND REASONABLE AND HAVE BEEN ENTERED INTO WITH THE INFORMED CONSENT OF EACH
MEMBER. EACH MEMBER FURTHER ACKNOWLEDGES AND AGREES THAT IT WOULD BE
IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH THE COMPANY
AND THE NON-DEFAULTING MEMBER(S) MAY SUFFER IN CONNECTION WITH THE OCCURRENCE OF
ANY OF THE DEFAULTS DESCRIBED ABOVE. EACH MEMBER ALSO AGREES THAT THE REMEDIES
SET FORTH ABOVE ARE NOT INTENDED AS A FORFEITURE OR PENALTY UNDER DELAWARE OR
ANY OTHER APPLICABLE STATE LAW. EACH MEMBER FURTHER COVENANTS NOT TO CONTEST THE
VALIDITY OF THE REMEDIES SET FORTH ABOVE AS A PENALTY, FORFEITURE OR OTHERWISE
IN ANY COURT OF LAW (AND/OR IN ANY REFERENCE PROCEEDING).
13.22 Confidentiality
(a) Confidential Information. The terms of this Agreement and all other
business, financial or other information relating directly to the conduct of the
business and affairs of the Company, each Subsidiary or the relative or absolute
rights or interests of any Member that is not publicly available (collectively,
the "Confidential Information") is confidential and proprietary information of
the Company, such Subsidiary and the Members, the disclosure of which