IF NO SUCH FORBEARANCE OR WAIVER HAD OCCURRED.
(C)
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING ON AND INURE TO THE BENEFIT OF THE RESPECTIVE HEIRS, SUCCESSORS AND
PERMITTED ASSIGNS OF THE PARTIES.
(D)
GOVERNING LAW.
THE VALIDITY,
INTERPRETATION, PERFORMANCE, AND ENFORCEMENT OF THIS AGREEMENT WILL BE GOVERNED
BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.
EACH OF THE PARTIES HERETO (I) AGREES THAT ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT SOLELY
IN THE STATE OR FEDERAL COURTS OF THE STATE OF ILLINOIS; (II) CONSENTS TO THE
EXCLUSIVE JURISDICTION OF EACH SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING
RELATING TO OR ARISING OUT OF THIS AGREEMENT; (III) WAIVES ANY OBJECTION THAT IT
MAY HAVE TO THE LAYING OF VENUE IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY
SUCH COURT; AND (IV) AGREES THAT SERVICE OF ANY COURT PAPER MAY BE MADE IN SUCH
MANNER AS MAY BE PROVIDED UNDER APPLICABLE LAWS OR COURT RULES GOVERNING SERVICE
OF PROCESS.
(E)
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE MATTERS
CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THE PARTIES HERETO AGREE THAT SUCH
WAIVER SHALL NOT BE DEEMED TO CONSTITUTE A WAIVER OF ADJUDICATION
BY A COURT
HAVING APPROPRIATE JURISDICTION.
(F)
ENTIRE AGREEMENT.
THIS AGREEMENT SHALL
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND ANY PRIOR WRITTEN OR
ORAL AGREEMENT BETWEEN THE PARTIES SHALL NOT BE BINDING UPON EITHER PARTY.
(G)
INTERPRETATION.
NOTWITHSTANDING ANY
PROVISIONS IN THIS AGREEMENT TO THE CONTRARY,
5
THE PARTIES AGREE THAT THIS AGREEMENT SHALL BE INTERPRETED WITHOUT GIVING EFFECT
TO ANY PRINCIPLE OF CONSTRUCTION THAT WOULD OTHERWISE REQUIRE THIS AGREEMENT TO
BE CONSTRUED AGAINST A PARTY THAT DRAFTED IT SOLELY BECAUSE SUCH PARTY DRAFTED
THIS AGREEMENT.
(H)
MODIFICATION.
ANY MODIFICATION OF THIS
AGREEMENT OR ADDITIONAL OBLIGATION ASSUMED BY ANY PARTY IN CONNECTION WITH THIS
AGREEMENT SHALL BE BINDING ONLY IF PLACED IN WRITING AND SIGNED BY THE PARTIES.
(I)
PARAGRAPH HEADINGS.
THE TITLES TO THE
PARAGRAPHS OF THIS AGREEMENT ARE SOLELY FOR THE CONVENIENCE OF THE PARTIES AND
SHALL NOT BE USED TO EXPLAIN, MODIFY OR SIMPLIFY, OR AID IN THE INTERPRETATION
OF THE PROVISIONS OF THIS AGREEMENT.
(J)
SEVERABILITY.
IF A COURT OF COMPETENT
JURISDICTION FINDS ANY PROVISION OF THE AGREEMENT TO BE INVALID OR UNENFORCEABLE
AS TO ANY PERSON OR CIRCUMSTANCE, SUCH FINDING SHALL NOT RENDER THAT PROVISION
INVALID OR UNENFORCEABLE AS TO ANY OTHER PERSONS OR CIRCUMSTANCES.
IF FEASIBLE,
ANY SUCH OFFENDING PROVISION SHALL BE DEEMED TO BE MODIFIED TO BE WITHIN THE
LIMITS OF ENFORCEABILITY OR VALIDITY; HOWEVER, IF THE OFFENDING PROVISION CANNOT
BE SO MODIFIED, IT SHALL BE STRICKEN AND ALL OTHER PROVISIONS OF THIS AGREEMENT
IN ALL OTHER RESPECTS SHALL REMAIN VALID AND ENFORCEABLE.
(K)
LEGAL COUNSEL.
EACH PARTY HEREBY
ACKNOWLEDGES THAT HE OR IT HAS HAD FULL