favor.
Section 10.4.
Binding Effect; Benefit of Agreement.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
Section 10.5.
GOVERNING LAW; CONSENT TO JURISDICTION;
WAIVER OF OBJECTION TO VENUE.
THIS AGREEMENT, THE ENTIRE RELATIONSHP OF THE PARTIES HERETO, AND ANY LITIGATION
BETWEEN THE PARTIES (WHETHER GROUNDED IN TORT, CONTRACT, LAW OR IN EQUITY) SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS.
EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NON - EXCLUSIVE
JURISDICTION OF THE STATE DISTRICT COURTS OF DALLAS COUNTY, TEXAS AND THE UNITED
STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION. EACH
OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON PERSONAL JURISDICTION
OR FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED
HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF
SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
Section 10.6.
WAIVER OF JURY TRIAL.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT
OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF
THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL
WITHOUT A JURY.
Section 10.7.
Costs, Expenses and Taxes.
(A)
IN ADDITION TO THE RIGHTS OF
INDEMNIFICATION GRANTED TO THE INDEMNIFIED PARTIES UNDER ARTICLE IX HEREOF, THE
SELLER AGREES TO PAY ON DEMAND ALL COMMERCIALLY REASONABLE COSTS AND EXPENSES OF
THE BUYER OR ITS ASSIGNEES INCURRED IN CONNECTION WITH THE PREPARATION,
EXECUTION, DELIVERY, THIRD-PARTY ADMINISTRATION (SUCH TERM TO INCLUDE PERIODIC
AUDITING), RENEWAL,
39
AMENDMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT ISSUED IN CONNECTION
WITH, THIS AGREEMENT AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER OR IN
CONNECTION HEREWITH, INCLUDING, WITHOUT LIMITATION, REASONABLE EXPENSES FOR
TRAVEL AND LODGING, BACKGROUND CHECKS, AUDITOR FEES AND THE REASONABLE FEES AND
OUT - OF - POCKET EXPENSES OF COUNSEL WITH RESPECT THERETO AND WITH RESPECT TO
ADVISING THE BUYER OR ITS ASSIGNEES AS TO THEIR RESPECTIVE RIGHTS AND REMEDIES
UNDER THIS AGREEMENT AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER OR IN
CONNECTION HEREWITH, AND ALL COSTS AND OUT-OF-POCKET EXPENSES, IF ANY (INCLUDING
REASONABLE COUNSEL FEES AND EXPENSES), INCURRED BY THE BUYER OR ITS ASSIGNEES IN
CONNECTION WITH THE ENFORCEMENT OF THIS AGREEMENT AND THE OTHER DOCUMENTS TO BE
DELIVERED HEREUNDER OR IN CONNECTION HEREWITH.
(B)
THE SELLER SHALL PAY ON DEMAND ANY AND ALL
STAMP, SALES, EXCISE AND OTHER TAXES AND FEES PAYABLE OR DETERMINED TO BE
PAYABLE TO ANY GOVERNMENTAL AUTHORITY IN CONNECTION WITH THE EXECUTION,
DELIVERY, FILING AND RECORDING OF THIS AGREEMENT AND THE OTHER DOCUMENTS TO BE
DELIVERED HEREUNDER.
(C)
THE SELLER SHALL PAY ON DEMAND ALL OTHER
REASONABLE COSTS, EXPENSES AND TAXES