THE SERVICES PROVIDED
HEREUNDER OR CONTEMPLATED HEREBY. EXCEPT AS SET FORTH IN THIS SECTION 17, EACH
PARTY WAIVES ANY RIGHT TO RECOVER ANY DAMAGE, LOSS, OR EXPENSE ARISING OUT OF
THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR
CONTRIBUTION TO THE OTHER PARTY FOR ANY CLAIMED INDIRECT, SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES CONSISTING OF DAMAGES FOR
LOSS OF USE OR DEPRECIATION OF VALUE OF THE AIRCRAFT, LOSS OF PROFITS OR
INSURANCE DEDUCTIBLE.
The provisions of this Section 17 shall survive the termination or expiration of
this Agreement.
18.
TERMINATION.
EITHER PARTY MAY TERMINATE
THIS AGREEMENT UPON FIVE (5) BUSINESS DAYS' PRIOR WRITTEN NOTICE TO THE OTHER
PARTY.
19.
NOTICES.
ALL NOTICES AND OTHER
COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN WRITING (EXCEPT AS PERMITTED IN
SECTION 5) AND SHALL BE GIVEN (AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN UPON
RECEIPT OR REFUSAL TO ACCEPT RECEIPT) BY PERSONAL DELIVERY, THE NEXT
5
BUSINESS DAY IF GIVEN BY FACSIMILE (WITH A SIMULTANEOUS CONFIRMATION COPY SENT
BY FIRST CLASS MAIL PROPERLY ADDRESSED AND POSTAGE PREPAID) OR BY A REPUTABLE
OVERNIGHT COURIER SERVICE, ADDRESSED AS FOLLOWS:
If to Sublessor:
Jostens, Inc.
Attn:
Chief Financial Officer
5501 Norman Center Drive
Minnesota, MN
55437
Facsimile:
(952) 830-3293
With a copy to:
General Counsel
If to Sublessee:
DLJ Merchant Banking III, Inc.
Eleven Madison Avenue, 16th Floor
New York, NY
10010
Facsimile:
(646) 935-7193
or to such other person or address as either party shall from time to time
designate by writing to the other party.
20.
SUCCESSORS AND ASSIGNS.
NEITHER THIS
AGREEMENT NOR ANY PARTY'S INTEREST HEREIN SHALL BE ASSIGNABLE WITHOUT THE OTHER
PARTY'S WRITTEN CONSENT THERETO. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND BE BINDING UPON THE PARTIES HERETO, THEIR HEIRS, REPRESENTATIVES, SUCCESSORS
AND PERMITTED ASSIGNS.
21.
GOVERNING LAW AND CONSENT TO JURISDICTION.
THIS AGREEMENT IS ENTERED INTO UNDER AND IS TO BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF MINNESOTA.
THE PARTIES HEREBY CONSENT AND AGREE TO
SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT IN
THE STATE OF MINNESOTA IN ANY PROCEEDINGS HEREUNDER, AND EACH HEREBY WAIVES ANY
OBJECTION TO ANY SUCH PROCEEDINGS BASED ON IMPROPER VENUE OR FORUM NONCONVENIENS
OR SIMILAR PRINCIPLES.
THE PARTIES HERETO HEREBY FURTHER CONSENT AND AGREE TO
THE EXERCISE OF SUCH PERSONAL JURISDICTION OVER THEM BY SUCH COURTS WITH RESPECT
TO ANY SUCH PROCEEDINGS, WAIVE ANY OBJECTION TO THE ASSERTION OR EXERCISE OF
SUCH JURISDICTION AND CONSENT TO PROCESS BEING SERVED IN ANY SUCH PROCEEDINGS IN
THE MANNER PROVIDED FOR THE GIVING OF NOTICES HEREUNDER.
22.
RECITALS.
THE RECITALS PRECEDING THIS
AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE IN THEIR ENTIRETY AND MADE A PART
HEREOF.
23.
FURTHER ACTS.
SUBLESSOR AND SUBLESSEE SHALL
EACH FROM TIME TO TIME PERFORM SUCH OTHER AND FURTHER ACTS AND EXECUTE SUCH
OTHER AND FURTHER INSTRUMENTS AS MAY BE