COMPANY.
8.
REMEDIES.
(A)
EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT IRREPARABLE
HARM WOULD OCCUR IN THE EVENT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT
PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT
IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO SPECIFIC RELIEF
HEREUNDER, INCLUDING, WITHOUT LIMITATION, AN INJUNCTION OR INJUNCTIONS TO
PREVENT AND ENJOIN BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND TO ENFORCE
SPECIFICALLY THE TERMS AND PROVISIONS HEREOF IN ANY STATE OR FEDERAL COURT IN
THE STATE OF DELAWARE, IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE
ENTITLED AT LAW OR IN EQUITY. ANY REQUIREMENTS FOR THE SECURING OR POSTING OF
ANY BOND WITH SUCH REMEDY ARE HEREBY WAIVED.
(B)
THE PARTIES HERETO AGREE THAT ANY ACTIONS, SUITS OR PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL BE BROUGHT SOLELY AND EXCLUSIVELY IN THE COURTS OF THE STATE OF
DELAWARE AND/OR THE COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE
OF DELAWARE (AND THE PARTIES AGREE NOT TO COMMENCE ANY ACTION, SUIT OR
PROCEEDING RELATING THERETO EXCEPT IN SUCH COURTS), AND FURTHER AGREE THAT
SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO
THE RESPECTIVE ADDRESSES SET FORTH IN SECTION 10 HEREOF SHALL BE EFFECTIVE
SERVICE OF PROCESS FOR ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT AGAINST ANY
PARTY IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY
OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT
OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN THE COURTS OF THE
STATE OF DELAWARE OR THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF
DELAWARE, AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVE AND AGREE NOT
TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM.
IF ACTION IS INITIATED TO ENFORCE THE PROVISIONS HEREOF, THE PREVAILING PARTY
SHALL BE ENTITLED TO REIMBURSEMENT OF ALL REASONABLE COSTS AND EXPENSES,
INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY IT IN CONNECTION THEREWITH.
9.
ENTIRE AGREEMENT.
This Agreement contains the entire understanding of the parties with respect to
the subject matter hereof and supersedes any prior understandings or agreements
among them respecting any matters covered by this Agreement.
10.
NOTICES.
All notices, consents, requests, instructions, approvals and other
communications provided for herein and all legal process in regard hereto shall
be validly given, made or served, if in writing and sent by U.S. registered
mail, return receipt requested:
if to the Company:
Carreker Corporation.
4055 Valley View Lane, Suite 1000
Dallas, Texas 75244
Attention:
John S. Davis, Executive Vice President and General Counsel
with a copy to:
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75210
Attention: John McKnight, Esq.
if to the Prescott Parties:
Prescott Group Capital Management, L.L.C.
1924 South Utica, Suite 1120
Tulsa, Oklahoma