THE PARTIES HAVE PARTICIPATED JOINTLY IN THE
NEGOTIATION AND DRAFTING OF THIS AGREEMENT.
IN THE EVENT AN AMBIGUITY OR
QUESTION OF INTENT OR INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED
AS IF DRAFTED JOINTLY BY THE PARTIES, AND NO PRESUMPTION OR BURDEN OF PROOF
SHALL ARISE FAVORABLY OR DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF
ANY OF THE PROVISIONS OF THIS AGREEMENT.
WITH RESPECT TO ANY REPRESENTATIONS
AND WARRANTIES MADE BY ANY PARTY IN THIS AGREEMENT, THE INCLUSION IN THIS
AGREEMENT OF A MORE SPECIFIC REPRESENTATION OR WARRANTY SHALL NOT BE DEEMED IN
ANY WAY TO LIMIT THE GENERALITY OF OR OTHERWISE RESTRICT ANY OTHER
REPRESENTATION OR WARRANTY SET FORTH IN THIS AGREEMENT UNLESS OTHERWISE
EXPRESSLY SPECIFIED.
10.12
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE AGREEMENTS AND DOCUMENTS
REFERRED TO IN THIS AGREEMENT CONTAIN THE ENTIRE AGREEMENT AND UNDERSTANDING AND
REPRESENTATIONS AND WARRANTIES BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER OF THIS AGREEMENT AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS
AND REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL, RELATING TO SUCH
SUBJECT MATTER IN ANY WAY, INCLUDING THE LETTER OF INTENT BETWEEN THE PARTIES
DATED OCTOBER 1, 2009.
10.13
APPLICABLE LAW.
THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE
GOVERNED, CONSTRUED, INTERPRETED, AND ENFORCED IN ACCORDANCE WITH THE DOMESTIC
LAWS OF THE STATE OF INDIANA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF INDIANA OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF INDIANA.
10.14
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS FOR THE SOLE BENEFIT
OF THE PARTIES, THE SHAREHOLDERS, AND THEIR PERMITTED SUCCESSORS AND ASSIGNS,
AND NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL GIVE OR BE CONSTRUED
TO GIVE ANY OTHER PERSON ANY LEGAL OR EQUITABLE RIGHTS UNDER THIS AGREEMENT.
10.15
SCHEDULES.
DISCLOSURE OF ANY FACT OR ITEM IN ANY SCHEDULE SHALL NOT
BE DEEMED TO CONSTITUTE AN ADMISSION THAT SUCH ITEM OR FACT IS MATERIAL FOR THE
PURPOSES OF THIS AGREEMENT.
THE FACT THAT ANY ITEM OF INFORMATION IS DISCLOSED
IN ANY SCHEDULE SHALL NOT BE CONSTRUED TO MEAN THAT SUCH INFORMATION IS REQUIRED
TO BE DISCLOSED BY THIS AGREEMENT.
ANY FACT OR ITEM WHICH IS DISCLOSED ON ANY
SCHEDULE IN SUCH A WAY AS TO MAKE ITS RELEVANCE READILY APPARENT, ON THE FACE OF
SUCH SCHEDULE, TO A REPRESENTATION OR WARRANTY MADE ELSEWHERE IN THIS AGREEMENT
THAT ITSELF PROVIDES FOR A SCHEDULE, SHALL BE DEEMED TO BE AN EXCEPTION TO SUCH
REPRESENTATION OR WARRANTY.
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10.16
NOTICES.
ALL NOTICES, DEMANDS, OR OTHER COMMUNICATIONS TO BE GIVEN
OR DELIVERED UNDER OR BY REASON OF THE PROVISIONS OF THIS AGREEMENT SHALL BE IN
WRITING AND SHALL BE DEEMED TO HAVE BEEN GIVEN (A) UPON PERSONAL DELIVERY TO THE
RECIPIENT, (B) WHEN RECEIVED BY FAX, BUT ONLY IF A COPY IS ALSO DELIVERED TO THE
RECIPIENT BY REPUTABLE OVERNIGHT COURIER, WITH CHARGES PREPAID, (C) ONE BUSINESS
DAY AFTER BEING SENT