(A)
THIS AGREEMENT AND ALL MATTERS ARISING OUT
OF OR IN CONNECTION WITH THE SUBJECT MATTER HEREOF SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT
GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS
(WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE
THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF
DELAWARE.
(B)
BY THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, BUYER, SELLER AND THE COMPANY SUBMIT TO THE PERSONAL JURISDICTION OF
ANY STATE OR FEDERAL COURT IN THE STATE OF ILLINOIS IN ANY SUIT OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.
EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 12.15
BINDING EFFECT.
THIS AGREEMENT WILL BE
BINDING ON AND INURE SOLELY TO THE BENEFIT OF EACH PARTY HERETO, AND, EXCEPT AS
EXPRESSLY SET FORTH IN ARTICLE X, NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED,
IS INTENDED TO OR WILL CONFER UPON ANY OTHER PERSON ANY RIGHT, BENEFIT, OR
REMEDY OF ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
[Remainder of page intentionally left blank; signature pages follow.]
72
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
KERASOTES SHOWPLACE THEATRES HOLDINGS, LLC
By:
/s/ ANTHONY KERASOTES
Name:
Anthony Kerasotes
Title:
Chairman and Chief Executive Officer
KERASOTES SHOWPLACE THEATRES, LLC
By:
/s/ ANTHONY KERASOTES
Name:
Anthony Kerasotes
Title:
Chairman and Chief Executive Officer
SHOWPLACE THEATRES HOLDING COMPANY, LLC
By:
/s/ ANTHONY KERASOTES
Name:
Anthony Kerasotes
Title:
President
AMC SHOWPLACE HOLDINGS, INC.
By:
/s/ GERARDO I. LOPEZ
Name:
Gerardo I. Lopez
Title:
President and Chief Executive Officer
AMERICAN MULTI-CINEMA, INC.
By:
/s/ GERARDO I. LOPEZ
Name:
Gerardo I. Lopez
Title:
President and Chief Executive Officer
[Signature Page to Unit Purchase Agreement]