THE EXECUTION, PERFORMANCE AND INTERPRETATION OF
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF INDIANA.
11.2
JURISDICTION; WAIVER OF JURY TRIAL.
THE PARTIES AGREE THAT THE
BANKRUPTCY COURT SHALL RETAIN EXCLUSIVE JURISDICTION TO RESOLVE ANY CONTROVERSY
OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE IMPLEMENTATION OR
THE BREACH HEREOF.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
11.3
TERMINATION OF REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS
AND WARRANTIES OF THE PARTIES SET FORTH IN ARTICLES III AND IV OF THIS AGREEMENT
SHALL TERMINATE AND BE OF NO FURTHER FORCE OR EFFECT AFTER THE CLOSING DATE.
11.4
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED TO BE GIVEN UNDER THIS
AGREEMENT SHALL BE IN WRITING, AND WILL BE DEEMED GIVEN ON THE DATE OF RECEIPT
IF DELIVERED IN PERSON, OR ON THE DATE OF MAILING IF MAILED BY OVERNIGHT COURIER
OR REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO
THE APPLICABLE PARTY AT ITS ADDRESS INDICATED ON THE SIGNATURES PAGES TO THIS
AGREEMENT.
ANY PARTY MAY CHANGE ITS ADDRESS FOR PURPOSES OF THIS AGREEMENT BY
GIVING FIFTEEN (15) DAYS' PRIOR WRITTEN NOTICE OF SUCH CHANGE OF ADDRESS TO THE
OTHER PARTY IN THE MANNER DESCRIBED IN THIS SECTION 11.4.
11.5
CONFIDENTIALITY.
THE FOLLOWING IS SUBJECT TO ANY DISCLOSURE
REQUIREMENTS UNDER THE BANKRUPTCY CODE OR IMPOSED BY THE BANKRUPTCY COURT:
PURCHASER AND SELLER EACH AGREE THAT IT WILL TREAT IN CONFIDENCE ALL DOCUMENTS,
MATERIALS AND OTHER INFORMATION THAT IT SHALL HAVE OBTAINED REGARDING THE OTHER
PARTY DURING THE COURSE OF THE NEGOTIATIONS LEADING TO THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER OBTAINED BEFORE OR AFTER THE DATE OF
THIS AGREEMENT), THE INVESTIGATION PROVIDED FOR HEREIN AND THE PREPARATION OF
THIS AGREEMENT AND OTHER RELATED DOCUMENTS, AND, IN THE EVENT THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL NOT BE CONSUMMATED, AT THE REQUEST OF THE DISCLOSING
PARTY, WILL RETURN TO THE OTHER PARTY ALL COPIES OF NONPUBLIC DOCUMENTS AND
MATERIALS WHICH HAVE BEEN FURNISHED IN CONNECTION THEREWITH.
SUCH NON-PUBLIC
DOCUMENTS, MATERIALS AND INFORMATION SHALL NOT BE COMMUNICATED TO ANY THIRD
PERSON (OTHER THAN TO PURCHASER'S AND SELLER'S RESPECTIVE COUNSEL, ACCOUNTANTS
OR FINANCIAL ADVISORS, IN EACH CASE SUBJECT TO THE RECIPIENT'S AGREEMENT TO KEEP
THE SAME CONFIDENTIAL).
NO OTHER PARTY SHALL USE ANY CONFIDENTIAL INFORMATION
IN ANY MANNER WHATSOEVER EXCEPT SOLELY FOR THE PURPOSE OF EVALUATING THE
PROPOSED PURCHASE AND SALE OF THE TRANSFERRED ASSETS; PROVIDED, HOWEVER, THAT
AFTER THE CLOSING, PURCHASER MAY USE OR DISCLOSE ANY CONFIDENTIAL INFORMATION
INCLUDED IN THE TRANSFERRED ASSETS OR OTHERWISE REASONABLY RELATED TO THE
TRANSFERRED ASSETS AND THE BUSINESS.
THE OBLIGATION OF EACH PARTY TO TREAT SUCH
DOCUMENTS, MATERIALS AND OTHER INFORMATION IN CONFIDENCE SHALL NOT APPLY TO ANY
INFORMATION WHICH (A) IS OR BECOMES AVAILABLE TO SUCH PARTY FROM A SOURCE OTHER
THAN THE DISCLOSING PARTY, (B) IS OR