elect as
the sole judicial forum for the adjudication of any matters arising under or in
connection with the this Agreement, the other Related Agreements or the
transactions contemplated hereby or thereby, and consent to the exclusive
jurisdiction of, the Bankruptcy Court.
After Sellers are no longer subject to
the jurisdiction of the Bankruptcy Court, any legal action or proceeding with
respect to this Agreement or the transactions contemplated hereby shall be
brought in the courts of the State of New York sitting in Manhattan or of the
United States for the Southern District of New York, and by execution and
delivery of this Agreement, each of the parties hereto consents to the exclusive
jurisdiction of those courts.
Each of the parties hereto irrevocably waives any
objection, including any objection to the laying of venue or based on the
grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any action or proceeding in such jurisdiction in respect of this
Agreement or the transactions contemplated hereby.
(h)
Consent to Service of Process.
Each of the
parties hereto hereby consents to process being served by any party hereto in
any suit, action or proceeding by delivery of a copy thereof in accordance with
the provisions of Section 9(f).
(i)
Waivers of Jury Trial.
Each party
hereto irrevocably and unconditionally waives any right it may have to a trial
by jury in respect of any Litigation directly or indirectly arising out of,
under or in connection with this Agreement, the other Related Agreements or the
transactions contemplated hereby or thereby.
104
(j)
Specific Performance.
(I)
BUYERS AND GUARANTOR ACKNOWLEDGE AND
AGREE THAT SELLERS WOULD BE DAMAGED IRREPARABLY IN THE EVENT THAT
SECTION 5(B)(IV) OR 5(B)(VI) OR BUYERS' OBLIGATIONS TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY IS NOT PERFORMED BY BUYERS AND GUARANTOR IN
ACCORDANCE WITH ITS SPECIFIC TERMS OR OTHERWISE IS BREACHED, AND THAT IN
ADDITION TO REMEDIES, OTHER THAN INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE,
THAT SELLERS MAY HAVE UNDER LAW OR EQUITY, (A) SELLERS SHALL BE ENTITLED TO
INJUNCTIVE RELIEF TO PREVENT BREACHES OF SECTIONS 5(B)(IV) AND 5(B)(VI) OF THIS
AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS THEREOF AND
(B) IN CIRCUMSTANCES IN WHICH ALL OF CONDITIONS TO THE OBLIGATIONS OF BUYERS TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS SET FORTH IN
SECTION 7(A) (OTHER THAN CONDITIONS WITH RESPECT TO ACTIONS THAT SELLERS AND/OR
BUYERS WILL TAKE AT CLOSING, BUT SUBJECT TO THE SATISFACTION OR WAIVER OF THOSE
CONDITIONS) HAVE BEEN SATISFIED OR WAIVED, SELLERS SHALL BE ENTITLED TO ENFORCE
SPECIFICALLY BUYERS' OBLIGATIONS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY.
(II)
SELLERS ACKNOWLEDGE THAT BUYERS WOULD BE
DAMAGED IRREPARABLY IN THE EVENT THAT THE TERMS OF THIS AGREEMENT ARE NOT
PERFORMED BY SELLERS IN ACCORDANCE WITH ITS SPECIFIC TERMS OR OTHERWISE BREACHED
OR SELLERS FAIL TO CONSUMMATE THE CLOSING, IN EACH CASE, FOLLOWING THE ENTRY OF
THE SALE ORDER, AND THAT, IN ADDITION TO ANY OTHER REMEDY THAT BUYERS MAY HAVE
UNDER