ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT
BETWEEN BUYER AND SELLER BROUGHT IN ANY COURT SPECIFIED IN SECTION 8.11(A), (II)
WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (III) AGREES NOT TO PLEAD OR
CLAIM EITHER OF THE FOREGOING;
(D)
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT BETWEEN BUYER AND SELLER AND AGREES THAT ANY SUCH DISPUTE
SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY; AND
(E)
TO THE EXTENT IT HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF, OR ITS
PROPERTY, HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
WITH RESPECT TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS BETWEEN BUYER
AND SELLER.
16
8.12
SPECIFIC PERFORMANCE.
EACH OF THE PARTIES HERETO
ACKNOWLEDGES THAT IT WOULD NOT HAVE AN ADEQUATE REMEDY AT LAW FOR MONEY DAMAGES
IN THE EVENT THAT ANY OF THE COVENANTS OR AGREEMENTS OF THE OTHER PARTY SET
FORTH IN THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR TERMS AND
THEREFORE, EACH PARTY AGREES THAT THE OTHER PARTY SHALL BE ENTITLED TO SPECIFIC
PERFORMANCE, INJUNCTIVE AND OTHER EQUITABLE RELIEF IN ADDITION TO ANY OTHER
REMEDY TO WHICH IT MAY BE ENTITLED AT LAW OR IN EQUITY (WITHOUT THE NECESSITY OF
PROVING THE INADEQUACY AS A REMEDY OF MONEY DAMAGES OR THE POSTING OF A BOND).
8.13
NO PRESUMPTION.
WITH REGARD TO EACH AND EVERY
TERM AND CONDITION OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS BETWEEN
BUYER AND SELLER, THE PARTIES HERETO UNDERSTAND AND AGREE THAT THE SAME HAVE OR
HAS BEEN MUTUALLY NEGOTIATED, PREPARED AND DRAFTED, AND IF AT ANY TIME THE
PARTIES HERETO DESIRE OR ARE REQUIRED TO INTERPRET OR CONSTRUE ANY SUCH TERM OR
CONDITION OR ANY AGREEMENT OR INSTRUMENT SUBJECT HERETO, NO CONSIDERATION SHALL
BE GIVEN TO THE ISSUE OF WHICH PARTY HERETO ACTUALLY PREPARED, DRAFTED OR
REQUESTED ANY TERM OR CONDITION OF THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT
SUBJECT HERETO.
8.14
NO THIRD PARTY BENEFICIARY.
THIS AGREEMENT IS
FOR THE SOLE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS AND NOTHING HEREIN, EXPRESS OR IMPLIED, IS INTENDED TO OR
SHALL CONFER UPON ANY OTHER PERSON ANY LEGAL OR EQUITABLE RIGHT, BENEFIT OR
REMEDY OF ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
8.15
REPRESENTATIONS.
NOTWITHSTANDING ANYTHING
CONTAINED IN THIS AGREEMENT TO THE CONTRARY, EACH PARTY ACKNOWLEDGES AND AGREES
THAT THE OTHER PARTY IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER,
EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN BY THE OTHER PARTY IN THIS
AGREEMENT.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,