BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY
JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN
OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR
OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP
ESTABLISHED AMONG THE PARTIES HEREUNDER.
(I)
PURCHASER'S COOPERATION.
DURING THE SERVICE PERIOD AND
THEREAFTER, PURCHASER SHALL COOPERATE WITH THE COMPANY, SOLERA, INC. AND THEIR
RESPECTIVE SUBSIDIARIES AND AFFILIATES IN ANY DISPUTES WITH THIRD PARTIES,
INTERNAL INVESTIGATION OR ADMINISTRATIVE, REGULATORY OR JUDICIAL PROCEEDING AS
REASONABLY REQUESTED BY THE COMPANY (INCLUDING, WITHOUT LIMITATION, PURCHASER
BEING AVAILABLE TO THE COMPANY UPON REASONABLE NOTICE FOR INTERVIEWS AND FACTUAL
INVESTIGATIONS, APPEARING AT THE COMPANY'S REQUEST TO GIVE TESTIMONY WITHOUT
REQUIRING SERVICE OF A SUBPOENA OR OTHER LEGAL PROCESS, VOLUNTEERING TO THE
COMPANY ALL PERTINENT INFORMATION AND TURNING OVER TO THE COMPANY ALL RELEVANT
DOCUMENTS WHICH ARE OR MAY COME INTO PURCHASER'S POSSESSION, ALL AT TIMES AND ON
SCHEDULES THAT ARE REASONABLY CONSISTENT WITH PURCHASER'S OTHER PERMITTED
ACTIVITIES AND COMMITMENTS). IN THE EVENT THE COMPANY REQUIRES PURCHASER'S
COOPERATION IN ACCORDANCE WITH THIS PARAGRAPH DURING THE SERVICE PERIOD, THE
COMPANY SHALL REIMBURSE PURCHASER SOLELY FOR REASONABLE TRAVEL EXPENSES
(INCLUDING LODGING AND MEALS, UPON SUBMISSION OF RECEIPTS).
IN THE EVENT THE
COMPANY REQUIRES PURCHASER'S COOPERATION IN ACCORDANCE WITH THIS PARAGRAPH AFTER
THE SERVICE PERIOD, THE COMPANY SHALL REIMBURSE PURCHASER FOR REASONABLE TRAVEL
EXPENSES (INCLUDING LODGING AND MEALS, UPON SUBMISSION OF RECEIPTS) AND
COMPENSATE PURCHASER AT A REASONABLE RATE FOR SUCH COOPERATION, AS DETERMINED BY
MUTUAL AGREEMENT OF THE COMPANY AND PURCHASER.
(J)
REMEDIES.
EACH OF THE PARTIES TO THIS AGREEMENT (AND THE
INVESTORS AS THIRD-PARTY BENEFICIARIES) WILL BE ENTITLED TO ENFORCE ITS RIGHTS
UNDER THIS AGREEMENT SPECIFICALLY, TO RECOVER DAMAGES AND COSTS (INCLUDING
ATTORNEY'S FEES) CAUSED BY ANY BREACH OF ANY PROVISION OF THIS AGREEMENT AND TO
EXERCISE ALL OTHER RIGHTS EXISTING IN ITS FAVOR.
THE PARTIES HERETO AGREE AND
ACKNOWLEDGE THAT MONEY DAMAGES MAY NOT BE AN ADEQUATE REMEDY FOR ANY BREACH OF
THE PROVISIONS OF THIS AGREEMENT AND THAT ANY PARTY MAY IN ITS SOLE DISCRETION
APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION (WITHOUT POSTING
ANY BOND OR DEPOSIT) FOR SPECIFIC PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF IN
ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS OF THIS AGREEMENT.
17
(K)
AMENDMENT AND WAIVER.
THE PROVISIONS OF THIS AGREEMENT MAY BE
AMENDED AND WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY, PURCHASER
AND THE MAJORITY HOLDERS (AS DEFINED IN THE PURCHASE AGREEMENT).
(L)
BUSINESS DAYS.
IF ANY TIME PERIOD FOR GIVING NOTICE OR TAKING
ACTION HEREUNDER EXPIRES ON A DAY WHICH IS A SATURDAY, SUNDAY OR HOLIDAY IN THE
STATE IN WHICH THE COMPANY'S CHIEF EXECUTIVE OFFICE IS LOCATED, THE TIME PERIOD
SHALL BE AUTOMATICALLY EXTENDED TO THE BUSINESS DAY IMMEDIATELY FOLLOWING SUCH
SATURDAY, SUNDAY OR HOLIDAY.
(M)
INDEMNIFICATION AND REIMBURSEMENT OF PAYMENTS