OF THE SUBSTANTIVE LAWS OF
ANY OTHER JURISDICTION.
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN COOK COUNTY, ILLINOIS,
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH
ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT
SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE
VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.
8.3
ENTIRE AGREEMENT. THIS AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS (INCLUDING ALL AGREEMENTS ENTERED INTO PURSUANT
HERETO AND ALL CERTIFICATES AND INSTRUMENTS DELIVERED PURSUANT HERETO AND
THERETO) CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER
21
HEREOF AND SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, REPRESENTATIONS,
UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS BETWEEN THE PARTIES, WHETHER ORAL
OR WRITTEN.
8.4
MODIFICATIONS AND AMENDMENTS. NO AMENDMENT,
MODIFICATION OR TERMINATION OF THIS AGREEMENT SHALL BE BINDING UPON ANY PARTY
UNLESS EXECUTED IN WRITING BY THE PARTIES HERETO INTENDING TO BE BOUND THEREBY.
8.5
WAIVERS AND EXTENSIONS. ANY PARTY TO THIS
AGREEMENT MAY WAIVE ANY RIGHT, BREACH OR DEFAULT WHICH SUCH PARTY HAS THE RIGHT
TO WAIVE, PROVIDED THAT SUCH WAIVER WILL NOT BE EFFECTIVE AGAINST THE WAIVING
PARTY UNLESS IT IS IN WRITING, IS SIGNED BY SUCH PARTY, AND SPECIFICALLY REFERS
TO THIS AGREEMENT.
WAIVERS MAY BE MADE IN ADVANCE OR AFTER THE RIGHT WAIVED HAS
ARISEN OR THE BREACH OR DEFAULT WAIVED HAS OCCURRED.
ANY WAIVER MAY BE
CONDITIONAL.
NO WAIVER OF ANY BREACH OF ANY AGREEMENT OR PROVISION HEREIN
CONTAINED SHALL BE DEEMED A WAIVER OF ANY PRECEDING OR SUCCEEDING BREACH THEREOF
NOR OF ANY OTHER AGREEMENT OR PROVISION HEREIN CONTAINED.
NO WAIVER OR
EXTENSION OF TIME FOR PERFORMANCE OF ANY OBLIGATIONS OR ACTS SHALL BE DEEMED A
WAIVER OR EXTENSION OF THE TIME FOR PERFORMANCE OF ANY OTHER OBLIGATIONS OR
ACTS.
8.6
TITLES AND HEADINGS.
TITLES AND HEADINGS OF
SECTIONS OF THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE
CONSTRUCTION OF ANY PROVISION OF THIS AGREEMENT.
8.7
EXHIBITS AND SCHEDULES.
EACH OF THE
EXHIBITS AND SCHEDULES REFERRED TO HEREIN AND ATTACHED HERETO IS AN INTEGRAL
PART OF THIS AGREEMENT AND IS INCORPORATED HEREIN BY REFERENCE.
8.8
ASSIGNMENT; NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT AND THE RIGHTS, DUTIES AND OBLIGATIONS OF ANY SELLER OR PURCHASER
HEREUNDER MAY NOT BE ASSIGNED OR DELEGATED WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTY.
THIS AGREEMENT AND THE PROVISIONS HEREOF SHALL BE BINDING UPON
AND SHALL INURE TO THE BENEFIT OF EACH OF THE PARTIES AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
THIS AGREEMENT IS NOT INTENDED TO CONFER ANY
RIGHTS OR BENEFITS ON ANY PERSONS THAT ARE NOT PARTY HERETO.
8.9
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED
BY FACSIMILE AND IN MULTIPLE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL, AND ALL OF