REPRESENTATIONS AND WARRANTIES
OF THE COMPANY AND CIMSA CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CLOSING FOR A
PERIOD OF ONE (1) YEAR FOLLOWING THE CLOSING DATE.
16.2
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED BY
THE COMPANY OR CIMSA, BY WRITTEN NOTICE TO THE OTHER PARTY, IF THE CLOSING HAS
NOT BEEN CONSUMMATED
22
BY JULY 31, 2007; PROVIDED THAT NO SUCH TERMINATION WILL AFFECT THE RIGHT OF
EITHER PARTY TO SUE FOR ANY BREACH OF THIS AGREEMENT BY THE OTHER PARTY.
16.3
SUCCESSORS AND ASSIGNS. THE PROVISIONS OF THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
NEITHER PARTY MAY
ASSIGN THIS AGREEMENT OR ANY RIGHTS OR DELEGATE ANY OBLIGATIONS HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY. IN CONNECTION WITH A
PERMITTED TRANSFER OF THE PURCHASED SECURITIES, CIMSA MAY ASSIGN ITS RIGHTS
UNDER SECTION 12 (REGISTRATION RIGHTS) OF THIS AGREEMENT TO ANY PERSON TO WHOM
CIMSA ASSIGNS OR TRANSFERS ANY PURCHASED SECURITIES IN ACCORDANCE WITH SECTION
14 (RIGHT OF FIRST REFUSAL FOR PRIVATE SALE) OF THIS AGREEMENT OR AS OTHERWISE
NOT IN CONTRAVENTION OF THIS AGREEMENT, PROVIDED (I) SUCH TRANSFEROR AGREES IN
WRITING WITH THE TRANSFEREE OR ASSIGNEE TO ASSIGN SUCH RIGHTS, AND A COPY OF
SUCH AGREEMENT IS FURNISHED TO THE COMPANY AFTER SUCH ASSIGNMENT, (II) THE
COMPANY IS FURNISHED WITH WRITTEN NOTICE OF (X) THE NAME AND ADDRESS OF SUCH
TRANSFEREE OR ASSIGNEE AND (Y) THE REGISTRABLE SECURITIES WITH RESPECT TO WHICH
SUCH REGISTRATION RIGHTS ARE BEING TRANSFERRED OR ASSIGNED, (III) FOLLOWING SUCH
TRANSFER OR ASSIGNMENT, THE FURTHER DISPOSITION OF SUCH SECURITIES BY THE
TRANSFEREE OR ASSIGNEE IS RESTRICTED UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS, (IV) SUCH TRANSFEREE AGREES IN WRITING TO BE BOUND, WITH
RESPECT TO THE TRANSFERRED PURCHASED SECURITIES, BY THE PROVISIONS HEREOF THAT
APPLY TO CIMSA AND (V) SUCH TRANSFER SHALL HAVE BEEN MADE IN ACCORDANCE WITH THE
APPLICABLE REQUIREMENTS OF THIS AGREEMENT AND WITH ALL LAWS APPLICABLE THERETO.
16.4
NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT IS
INTENDED FOR THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS
AND PERMITTED ASSIGNS AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION
HEREOF BE ENFORCED BY, ANY OTHER PERSON, EXCEPT THAT EACH INDEMNIFIED PARTY IS
AN INTENDED THIRD PARTY BENEFICIARY OF SECTION 15 (INDEMNIFICATION) AND (IN EACH
CASE) MAY ENFORCE THE PROVISIONS OF SUCH SECTIONS DIRECTLY AGAINST THE COMPANY.
16.5
GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.
(A)
THIS AGREEMENT AND THE LEGAL RELATIONS
AMONG THE PARTIES HERETO WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF MINNESOTA (WITHOUT REGARD TO THE
LAWS OF CONFLICT THAT MIGHT OTHERWISE APPLY) AS TO ALL MATTERS, INCLUDING
WITHOUT LIMITATION MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND
REMEDIES.
(B)
SUBJECT TO SECTION 16.15 BELOW, THE PARTIES
HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE FEDERAL COURTS IN THE