SUCH MEMBER'S RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE
OF ACTION (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) BASED UPON OR ARISING
OUT OF OR RELATED TO THE COMPANY, THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING, OR OTHER LITIGATION
OF ANY TYPE BROUGHT BY ANY MEMBER AGAINST THE OTHER MEMBER, WHETHER WITH RESPECT
TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH MEMBER AGREES THAT ANY SUCH
CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY AN ARBITRATOR AS PROVIDED ABOVE BUT
THIS WAIVER SHALL BE EFFECTIVE EVEN IF, FOR ANY REASON WHATSOEVER, SUCH CLAIM OR
CAUSE OF ACTION CANNOT BE TRIED BY SUCH ARBITRATOR. WITHOUT LIMITING THE
FOREGOING, EACH MEMBER FURTHER AGREES THAT EACH SUCH MEMBER'S RIGHT TO A TRIAL
BY JURY IS WAIVED TO THE MAXIMUM EXTENT ALLOWED BY LAW BY OPERATION OF THE
FOREGOING AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN
WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT
OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT.
/s/ HM, /s/ GB
INITIALS OF TEJON
/s/ BT, /s/ TS, /s/ ER
INITIALS OF MAJESTIC
1116763.08/OC
373745-00002/0-0-00/pdo/agt
57
54430-10898/2652216.4
(g)
Survivability. The provisions of this Section 13.18 shall survive the
withdrawal of any Member from the Company and the dissolution and liquidation of
the Company.
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 remedies set
forth in this Agreement are cumulative and shall not exclude any other remedies
to which a Person may be lawfully entitled.
13.21
Survivability of Representations and Warranties
All representations, warranties and covenants contained in this Agreement
including, without limitation, the indemnities contained in Sections 7.10, 8.09,
9.01, 9.02, 9.03, 9.05 and 10.02(b) shall survive the execution of this
Agreement, the formation of the Company, the withdrawal of any Member and the
liquidation of the Company.
13.22
Reasonableness of Rights and Remedies
THE RIGHTS AND REMEDIES SET FORTH IN THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, SECTION 3.03 AND ARTICLES VII AND 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 MAY SUFFER IN CONNECTION WITH THE
OCCURRENCE OF ANY OF THE DEFAULTS DESCRIBED ABOVE. THEREFORE, EACH MEMBER AGREES
THAT THE REMEDIES SET FORTH ABOVE REASONABLY AND FAIRLY REFLECT THE DETRIMENT
THAT THE COMPANY AND THE NON‐DEFAULTING MEMBER WOULD SUFFER IN SUCH