FINANCIAL AND OTHER OPERATIONS OF COMPANIES ARE PERFORMED ON A COMBINED
BASIS AS IF COMPANIES CONSTITUTED A CONSOLIDATED CORPORATE GROUP, (IV) COMPANIES
WILL RECEIVE A SUBSTANTIAL ECONOMIC BENEFIT FROM ENTERING INTO THIS AGREEMENT
AND WILL RECEIVE A SUBSTANTIAL ECONOMIC BENEFIT FROM THE APPLICATION OF EACH
LOAN HEREUNDER, IN EACH CASE, WHETHER OR NOT SUCH AMOUNT IS USED DIRECTLY BY ANY
COMPANY AND (V) ALL REQUESTS FOR LOANS HEREUNDER BY THE COMPANY AGENT ARE FOR
THE EXCLUSIVE AND INDIVISIBLE BENEFIT OF THE COMPANIES AS THOUGH, FOR PURPOSES
OF THIS AGREEMENT, THE COMPANIES CONSTITUTED A SINGLE ENTITY.
29.
NOTICES.
ANY NOTICE OR REQUEST HEREUNDER MAY BE GIVEN TO ANY
COMPANY, COMPANY AGENT OR LAURUS AT THE RESPECTIVE ADDRESSES SET FORTH BELOW OR
AS MAY HEREAFTER BE SPECIFIED IN A NOTICE DESIGNATED AS A CHANGE OF ADDRESS
UNDER THIS SECTION.
ANY NOTICE OR REQUEST HEREUNDER SHALL BE GIVEN BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, HAND DELIVERY, OVERNIGHT
MAIL OR TELECOPY (CONFIRMED BY MAIL).
NOTICES AND REQUESTS SHALL BE, IN THE
CASE OF THOSE BY HAND DELIVERY, DEEMED TO HAVE BEEN GIVEN WHEN DELIVERED TO ANY
OFFICER OF THE PARTY TO WHOM IT IS ADDRESSED, IN THE CASE OF THOSE BY MAIL OR
OVERNIGHT MAIL, DEEMED TO HAVE BEEN GIVEN THREE (3) BUSINESS DAYS AFTER THE DATE
WHEN DEPOSITED IN THE MAIL OR WITH THE OVERNIGHT MAIL CARRIER, AND, IN THE CASE
OF A TELECOPY, WHEN CONFIRMED.
Notices shall be provided as follows:
If to Laurus:
Laurus Master Fund, Ltd.
c/o Laurus Capital Management, LLC
825 Third Avenue, 14th Fl.
New York, New York 10022
Attention:
John E. Tucker, Esq.
Telephone:
(212) 541-4434
Telecopier:
(212) 541-5800
38
If to any Company,
or Company Agent:
Micro Component Technology, Inc.
2340 West County Road C,
St. Paul, Minnesota 55113-2528
Attention: Chief Financial Officer
Telephone: (651) 697-4000
Telecopier: (651) 697-4200
With a copy to:
Best & Flanagan, LLP
225 South Sixth St., Suite 4000,
Minneapolis, Minnesota 55402
Attention: James C. Diracles, Esq.
Telephone: (612) 339-7121
Facsimile: (612) 339-5897
or such other address as may be designated in writing hereafter in accordance
with this Section 29 by such Person.
30.
GOVERNING LAW, JURISDICTION AND WAIVER OF JURY TRIAL.
(A)
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
(B)
EACH COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY COMPANY,
ON THE ONE HAND, AND LAURUS, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR
ANY OF THE ANCILLARY AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS; PROVIDED, THAT LAURUS AND
EACH COMPANY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE