SELLER OR TAC OF SUCH
SECTIONS, PACIFIC LP WILL BE ENTITLED TO SEEK SPECIFIC PERFORMANCE.
WITH
RESPECT TO A BREACH OF ALL OTHER PROVISIONS OF THIS AGREEMENT BY BUYER, SELLER
OR TAC NOT SPECIFICALLY IDENTIFIED ABOVE, THE PARTIES AGREE THAT PACIFIC LP'S
REMEDIES AT LAW SHALL BE ADEQUATE AND PACIFIC LP SHALL NOT BE ENTITLED TO
SPECIFIC PERFORMANCE IN CONNECTION WITH THOSE SECTIONS OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY FOR ANY ACTUAL OR IMPENDING BREACH HEREOF.
NO
PARTY OR ITS AFFILIATES SHALL SEEK OR BE LIABLE FOR ANY PUNITIVE OR
CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR INCOME,
OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO ANY BREACH OR ALLEGED
BREACH OF THIS AGREEMENT.
3.8
Remedies as between Buyer, Seller and TAC.
Buyer, Seller and TAC
each agree that any breach of this Agreement by any of them shall be deemed to
be a breach under the
9
Purchase Agreement and that their sole and exclusive remedies as to each other
with respect to such breach shall be governed by the provisions, limitations and
exclusions set forth in the Purchase Agreement.
3.9
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO
CONFLICT OF LAW PRINCIPLES) AS TO ALL MATTERS, INCLUDING BUT NOT LIMITED TO
MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES.
THE
PARTIES HERETO AGREE THAT VENUE IN ANY AND ALL ACTIONS AND PROCEEDINGS RELATED
TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE IN THE COURTS OF THE STATE OF
DELAWARE LOCATED IN WILMINGTON, DELAWARE AND THE FEDERAL COURTS IN AND FOR THE
STATE OF DELAWARE, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION FOR SUCH
PURPOSE, AND THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION
OF SUCH COURTS AND IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. SERVICE OF PROCESS MAY BE MADE IN
ANY MANNER RECOGNIZED BY SUCH COURTS.
EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT
OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
3.10
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
3.11
INTERPRETATION.
THE ARTICLE, SECTION AND SCHEDULE HEADINGS
CONTAINED IN THIS AGREEMENT ARE SOLELY FOR THE PURPOSE OF REFERENCE, ARE NOT
PART OF THE AGREEMENT OF THE PARTIES AND SHALL NOT IN ANY WAY AFFECT THE MEANING
OR INTERPRETATION OF THIS AGREEMENT.
3.12
ENTIRE AGREEMENT.
AS AMONG AND BETWEEN BUYER, SELLER AND TAC, THIS
AGREEMENT, THE PURCHASE AGREEMENT AND THE CONFIDENTIALITY AGREEMENT, INCLUDING
THE SCHEDULES, EXHIBITS, DOCUMENTS, CERTIFICATES AND INSTRUMENTS REFERRED TO
HEREIN OR THEREIN, EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING OF BUYER,
SELLER AND TAC IN RESPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
AS BETWEEN BUYER, SELLER