of all of the Sellers.
The
Seller Representative, in turn, will remit to each other Seller hereunder so
much of the Purchase Price as each such other Seller may be entitled to
receive.
The Purchaser shall have no responsibility with respect to the
distribution of the Purchase Price among or to the Sellers except for the
payment thereof to the Seller Representative and shall be entitled to rely on
any direction, consent, agreement or other communication (written or oral) from
the Seller Representative as binding on each Seller, without duty of inquiry.
Section 12.5.
Waiver.
Except as otherwise expressly provided herein, the
excuse or waiver of the performance by a party of any obligation of the other
party under this Agreement shall only be effective if evidenced by a written
statement signed by the party so excusing or waiving.
No delay in exercising
any right or remedy shall constitute a waiver thereof, and no waiver by the
Sellers or the Purchaser of the breach of any covenant of this Agreement shall
be construed as a waiver of any preceding or succeeding breach of the same or
any other covenant or condition of this Agreement.
Section 12.6.
Governing Law.
(A)
THIS AGREEMENT SHALL BE CONSTRUED AND THE RIGHTS AND OBLIGATIONS
OF THE SELLERS AND THE PURCHASER HEREUNDER DETERMINED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
(B)
FOR THE PURPOSES OF ANY SUIT, ACTION OR PROCEEDING INVOLVING THIS
AGREEMENT, THE PARTIES HERETO HEREBY EXPRESSLY SUBMIT TO THE JURISDICTION OF ALL
FEDERAL AND STATE COURTS SITTING IN THE COMMONWEALTH OF MASSACHUSETTS AND
CONSENT THAT ANY ORDER, PROCESS, NOTICE OF MOTION OR OTHER APPLICATION TO OR BY
ANY SUCH COURT OR JUDGE THEREOF MAY BE SERVED WITHIN OR WITHOUT SUCH COURT'S
JURISDICTION BY REGISTERED MAIL OR BY PERSONAL SERVICE, PROVIDED THAT A
REASONABLE TIME FOR APPEARANCE IS ALLOWED, AND THE PARTIES HERETO AGREE THAT
SUCH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY SUCH SUIT, ACTION OR
PROCEEDING COMMENCED BY EITHER OR BOTH OF SAID PARTIES.
IN FURTHERANCE OF SUCH
AGREEMENT, EACH OF THE PARTIES HERETO AGREES UPON THE REQUEST OF ANY OTHER PARTY
HERETO TO DISCONTINUE (OR AGREE TO THE DISCONTINUANCE OF) ANY SUCH SUIT, ACTION
OR PROCEEDING PENDING IN ANY OTHER JURISDICTION.
(C)
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT IN ANY FEDERAL
OR STATE COURT SITTING IN THE COMMONWEALTH OF MASSACHUSETTS AND HEREBY FURTHER
IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(D)
IN RECOGNITION OF THE BENEFITS OF HAVING ANY DISPUTES WITH RESPECT
TO THIS AGREEMENT RESOLVED BY AN EXPERIENCED AND EXPERT PERSON, THE SELLERS AND
THE PURCHASER HEREBY AGREE THAT ANY SUIT, ACTION, OR PROCEEDING, WHETHER CLAIM
OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY ANY PARTY HERETO ON OR WITH RESPECT TO