ARISING UNDER THIS AGREEMENT, THEN SUCH
DISPUTE SHALL BE DEEMED TO BE AN "ARBITRABLE DISPUTE" SUBJECT TO THE DISPUTE
RESOLUTION PROCEDURES SET FORTH IN ARTICLE VI OF THE JOINT VENTURE AGREEMENT.
5.8
JURY TRIAL.
EACH OF SELLERS AND BUYER, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING TO THIS AGREEMENT OR
ANY RELATED DOCUMENT IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY RELATED DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREBY. THIS WAIVER IS A MATERIAL INDUCEMENT FOR OUR ENTERING INTO
THIS AGREEMENT.
5.9
GOVERNING LAW; SUBMISSION TO JURISDICTION.
THIS AGREEMENT SHALL
BE SUBJECT TO AND GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES. EACH OF SELLERS AND BUYER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS SITTING IN
MINNEAPOLIS OR ST. PAUL, MINNESOTA OR ANY STATE COURT LOCATED IN HENNEPIN
COUNTY, MINNESOTA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY
HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS WITH RESPECT TO
ANY LITIGATION CONCERNING THIS AGREEMENT OR THE RELATED DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY OR ANY MATTERS RELATED THERETO NOT
SUBJECT TO THE PROVISIONS OF SECTION 5.7. EACH PARTY HERETO IRREVOCABLY WAIVES
ANY OBJECTION (INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR ANY OBJECTION
ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE BRINGING OF ANY PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE RELATED
DOCUMENTS TO THE COURTS SET FORTH ABOVE. EACH PARTY HERETO AGREES TO THE
PERSONAL JURISDICTION OF SUCH COURTS AND THAT SERVICE OF PROCESS MAY BE MADE ON
IT AT THE ADDRESS INDICATED IN SECTION 5.1 ABOVE. NOTHING HEREIN SHALL AFFECT
THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
5.10
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
SEPARATE COUNTERPARTS, EACH OF WHICH SHALL COLLECTIVELY AND SEPARATELY
CONSTITUTE ONE AGREEMENT.
19
5.11
SEVERABILITY.
WHEREVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
SHALL BE INTERPRETED IN SUCH A MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT SHALL BE PROHIBITED BY OR
INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE ONLY TO THE
EXTENT OF SUCH PROHIBITION OR INVALIDITY WITHOUT INVALIDATING THE REMAINDER OF
SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS AGREEMENT.
5.12
SECTION TITLES.
THE SECTION TITLES AND TABLE OF CONTENTS CONTAINED
IN THIS AGREEMENT ARE PROVIDED FOR EASE OF REFERENCE ONLY AND SHALL BE WITHOUT
SUBSTANTIVE MEANING OR CONTENT OF ANY KIND WHATSOEVER AND ARE NOT A PART OF THE
AGREEMENT BETWEEN THE PARTIES HERETO.
5.13
NO SETOFF.
EACH SELLER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL
NOT BE AFFECTED BY ANY RIGHT OF SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR
OTHER RIGHT SUCH SELLER MIGHT HAVE AGAINST BUYER, ALL OF WHICH RIGHTS ARE