have been duly
given unless and until it actually is received by the intended recipient.
Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.
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13.
CHOICE OF LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE
OF ILLINOIS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ILLINOIS.
14.
AMENDMENT.
NO AMENDMENT OF ANY PROVISION OF THIS AGREEMENT SHALL
BE VALID UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY CUSTOMER AND
SUPPLIER.
NO WAIVER BY ANY PARTY OF ANY DEFAULT, MISREPRESENTATION, OR BREACH
OF WARRANTY OR COVENANT HEREUNDER, WHETHER INTENTIONAL OR NOT, SHALL BE DEEMED
TO EXTEND TO ANY PRIOR OR SUBSEQUENT DEFAULT, MISREPRESENTATION, OR BREACH OF
WARRANTY OR COVENANT HEREUNDER OR AFFECT IN ANY WAY ANY RIGHTS ARISING BY VIRTUE
OF ANY PRIOR OR SUBSEQUENT SUCH OCCURRENCE.
15.
SEVERABILITY.
ANY TERM OR PROVISION OF THIS AGREEMENT THAT IS
INVALID OR UNENFORCEABLE IN ANY CIRCUMSTANCE IN ANY JURISDICTION SHALL NOT
AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINING TERMS AND PROVISIONS
HEREOF OR THE VALIDITY OR ENFORCEABILITY OF THE OFFENDING TERM OR PROVISION IN
ANY OTHER CIRCUMSTANCE OR IN ANY OTHER JURISDICTION.
16.
VENUE.
THIS AGREEMENT HAS BEEN EXECUTED AND DELIVERED IN AND SHALL
BE DEEMED TO HAVE BEEN MADE IN CHICAGO, ILLINOIS.
SUPPLIER AND CUSTOMER EACH
AGREES TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT WITHIN THE
CITY OF CHICAGO, WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION ARISING UNDER OR
RELATING TO THIS AGREEMENT, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
UPON IT, AND CONSENTS THAT ALL SERVICES OF PROCESS BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO IT AT ITS ADDRESS AS SET
FORTH IN SECTION 12, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED WHEN
RECEIVED.
SUPPLIER AND CUSTOMER EACH WAIVES ANY OBJECTION BASED ON FORUM NON
CONVENIENS AND WAIVES ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED
HEREUNDER.
NOTHING IN THIS PARAGRAPH SHALL AFFECT THE RIGHT OF SUPPLIER OR
CUSTOMER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
[signature page to follow]
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IN WITNESS WHEREOF, this Agreement has been executed as of the date above
written.
GREEN LIGHT ACQUISITION COMPANY
MYERS POWER PRODUCTS, INC.
By:
/s/ Leslie J. Jezuit
By:
/s/ Diana Grootonk
Its:
President
Its:
Director
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