ANY APPLICABLE LAW OR RULE IN ANY
JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY WILL NOT AFFECT
ANY OTHER PROVISION OR ANY OTHER JURISDICTION, BUT THIS AGREEMENT WILL BE
REFORMED, CONSTRUED AND ENFORCED IN SUCH JURISDICTION AS IF SUCH INVALID,
ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED HEREIN.
(B)
COMPLETE AGREEMENT. THIS AGREEMENT EMBODIES THE COMPLETE AGREEMENT
AND UNDERSTANDING AMONG THE PARTIES AND SUPERSEDES AND PREEMPTS ANY PRIOR
UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN
OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT MATTER HEREOF IN ANY WAY.
(C)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN SEPARATE
COUNTERPARTS, EACH OF WHICH IS DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
(D)
SUCCESSORS AND ASSIGNS. EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS
AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
PURCHASER, THE COMPANY, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (INCLUDING
SUBSEQUENT HOLDERS OF SHARES); PROVIDED THAT THE RIGHTS AND OBLIGATIONS OF
PURCHASER UNDER THIS AGREEMENT SHALL NOT BE ASSIGNABLE EXCEPT IN CONNECTION WITH
A PERMITTED TRANSFER OF SHARES HEREUNDER AND UNDER THE STOCKHOLDERS AGREEMENT
AND MANAGEMENT AGREEMENT.
(E)
CHOICE OF LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY
AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF ILLINOIS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ILLINOIS.
(F)
REMEDIES. EACH OF THE PARTIES TO THIS AGREEMENT WILL BE ENTITLED
TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT SPECIFICALLY, TO RECOVER DAMAGES AND
COSTS (INCLUDING ATTORNEY'S FEES) CAUSED BY ANY BREACH OF ANY PROVISION OF THIS
AGREEMENT AND TO EXERCISE ALL OTHER RIGHTS EXISTING IN ITS FAVOR. THE PARTIES
HERETO AGREE AND ACKNOWLEDGE THAT MONEY DAMAGES MAY NOT BE AN ADEQUATE REMEDY
FOR ANY BREACH OF THE PROVISIONS OF THIS AGREEMENT AND THAT ANY PARTY MAY IN ITS
SOLE DISCRETION APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION
(WITHOUT POSTING ANY BOND OR DEPOSIT) FOR SPECIFIC PERFORMANCE AND/OR OTHER
INJUNCTIVE RELIEF IN ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE
PROVISIONS OF THIS AGREEMENT.
(G)
AMENDMENT AND WAIVER. THE PROVISIONS OF THIS AGREEMENT MAY BE
AMENDED AND WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY AND
PURCHASER. NO CAUSE OF CONDUCT OR FAILURE OR DELAY IN ENFORCING THE PROVISIONS
OF THIS AGREEMENT SHALL AFFECT THE VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF
THIS AGREEMENT.
(H)
BUSINESS DAYS. IF ANY TIME PERIOD FOR GIVING NOTICE OR TAKING
ACTION HEREUNDER EXPIRES ON A DAY WHICH IS A SATURDAY, SUNDAY OR HOLIDAY IN
CHICAGO, ILLINOIS, THE TIME PERIOD SHALL BE AUTOMATICALLY EXTENDED TO THE
BUSINESS DAY IMMEDIATELY FOLLOWING SUCH SATURDAY, SUNDAY OR HOLIDAY.
(I)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL