ANY OTHER PARTY HERETO WITH ANY TERM OR PROVISION HEREOF ON THE
PART OF SUCH OTHER PARTY HERETO TO BE PERFORMED OR COMPLIED WITH.
NO FAILURE OR
DELAY OF ANY PARTY IN EXERCISING ANY RIGHT OR REMEDY HEREUNDER SHALL OPERATE AS
A WAIVER THEREOF, NOR WILL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT OR POWER,
OR ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH RIGHT OR POWER,
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT OR POWER.
THE WAIVER BY ANY PARTY HERETO OF A BREACH OF ANY TERM OR
PROVISION HEREOF SHALL NOT BE CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH.
THE RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER ARE CUMULATIVE AND ARE NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT THEY WOULD OTHERWISE HAVE HEREUNDER.
38
8.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT AND
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND WILL BECOME EFFECTIVE WHEN ONE OR
MORE COUNTERPARTS HAVE BEEN SIGNED BY A PARTY AND DELIVERED TO THE OTHER PARTY.
COPIES OF EXECUTED COUNTERPARTS TRANSMITTED BY TELECOPY, TELEFAX OR OTHER
ELECTRONIC TRANSMISSION SERVICE SHALL BE CONSIDERED ORIGINAL EXECUTED
COUNTERPARTS FOR PURPOSES OF THIS SECTION 8.8, PROVIDED THAT RECEIPT OF COPIES
OF SUCH COUNTERPARTS IS CONFIRMED.
8.9
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF MINNESOTA THAT APPLY TO CONTRACTS MADE AND PERFORMED ENTIRELY IN
SUCH STATE.
8.10
SEVERABILITY.
TO THE FULLEST EXTENT THAT THEY MAY EFFECTIVELY DO
SO UNDER APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE ANY PROVISION OF LAW
WHICH RENDERS ANY PROVISION OF THIS AGREEMENT INVALID, ILLEGAL OR UNENFORCEABLE
IN ANY RESPECT.
SUCH PARTIES FURTHER AGREE THAT ANY PROVISION OF THIS AGREEMENT
WHICH, NOTWITHSTANDING THE PRECEDING SENTENCE, IS RENDERED OR HELD INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY RESPECT IN ANY JURISDICTION SHALL BE
INEFFECTIVE, BUT SUCH INEFFECTIVENESS SHALL BE LIMITED AS FOLLOWS:
(A) IF SUCH
PROVISION IS RENDERED OR HELD INVALID, ILLEGAL OR UNENFORCEABLE IN SUCH
JURISDICTION ONLY AS TO A PARTICULAR PERSON OR PERSONS OR UNDER ANY PARTICULAR
CIRCUMSTANCE OR CIRCUMSTANCES, SUCH PROVISION SHALL BE INEFFECTIVE, BUT ONLY IN
SUCH JURISDICTION AND ONLY WITH RESPECT TO SUCH PARTICULAR PERSON OR PERSONS OR
UNDER SUCH PARTICULAR CIRCUMSTANCE OR CIRCUMSTANCES, AS THE CASE MAY BE; (B)
WITHOUT LIMITATION OF CLAUSE (A), SUCH PROVISION SHALL IN ANY EVENT BE
INEFFECTIVE ONLY AS TO SUCH JURISDICTION AND ONLY TO THE EXTENT OF SUCH
INVALIDITY, ILLEGALITY OR UNENFORCEABILITY, AND SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY IN SUCH JURISDICTION SHALL NOT RENDER INVALID, ILLEGAL OR
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION; AND (C) WITHOUT
LIMITATION OF CLAUSE (A) OR (B), SUCH INEFFECTIVENESS SHALL NOT RENDER INVALID,
ILLEGAL OR UNENFORCEABLE THIS AGREEMENT OR ANY OF THE REMAINING PROVISIONS
HEREOF.
8.11
SUBMISSION TO JURISDICTION; WAIVERS.
EACH PARTY TO THIS AGREEMENT
HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(A)
(I) AGREES THAT ANY SUIT, ACTION OR PROCEEDING INSTITUTED AGAINST
IT BY ANY