construed
against the drafter.
Section 9.14 Good Faith. Each of the Parties agrees that each shall act
reasonably and in good faith in (i) exercising any right, power or authority
granted under this Agreement, (ii) interpreting and discharging its obligations
pursuant to this Agreement, and (iii) interpreting and enforcing its obligations
under this Agreement. In the event the consent or approval of a Party is
expressly called for by a provision of this Agreement, then such consent or
approval shall not be unreasonably withheld or delayed, except in exercising the
rights of such Party.
Section 9.15 Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY
LAW OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF ILLINOIS TO BE APPLIED.
26
Section 9.16 Forum Selection and Consent to Jurisdiction. EACH OF THE PARTIES
HERETO AGREES THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIES, SHALL BE BROUGHT
AND MAINTAINED EXCLUSIVELY IN THE FEDERAL AND STATE COURTS LOCATED IN COOK
COUNTY, ILLINOIS. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF SUCH COURTS. EACH OF THE PARTIES HERETO HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
Section 9.17 Waiver of Jury Trial. EACH OF THE PARTIES HERETO WAIVES TO THE
FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN
RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED ON, OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT,
EQUITY OR OTHERWISE. THE PARTIES HERETO EACH HEREBY AGREES THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY
AND THAT THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS
AGREEMENT WITH ANY COURT AS EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
27
IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this
Agreement on the date first written above.
Sellers:
Buyer:
MATERIAL SCIENCES
CORPORATION
TOUCHSENSOR TECHNOLOGIES,
LLC
By:
/s/ Jeffrey J. Siemers
By:
/s/ Douglas D. Roberts
Name:
Jeffrey J. Siemers
Name:
Douglas D. Roberts
Title:
Vice President, Chief Financial Officer and Secretary
Title:
Chairman of the Operating Board
MATERIAL SCIENCES
CORPORATION, ELECTRONIC
MATERIALS AND DEVICES
GROUP, INC.
By:
/s/ Andrew G.