OF THE STATE OF WISCONSIN, WITHOUT REGARD TO THE
CONFLICTS OF LAWS RULES OR PROVISIONS.
5.8
FORUM; SERVICE OF PROCESS.
ANY LEGAL SUIT, ACTION OR PROCEEDING
BROUGHT BY THE COMPANY, PURCHASER, ANY OTHER HOLDERS, ANY PERSON ENTITLED TO
INDEMNIFICATION OR CONTRIBUTION HEREUNDER, OR ANY OF THEIR RESPECTIVE AFFILIATES
ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED EXCLUSIVELY IN
ANY FEDERAL OR STATE COURT IN THE STATE OF WISCONSIN, AND EACH SUCH PERSON
IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OR ANY SUCH PROCEEDING, AND IRREVOCABLY SUBMITS TO THE
JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
5.9
CAPTIONS.
THE CAPTIONS, HEADINGS AND ARRANGEMENTS USED IN THIS
AGREEMENT ARE FOR CONVENIENCE ONLY AND DO NOT IN ANY WAY LIMIT OR AMPLIFY THE
TERMS AND PROVISIONS HEREOF.
5.10
NO PREJUDICE.
THE TERMS OF THIS AGREEMENT SHALL NOT BE CONSTRUED
IN FAVOR OF OR AGAINST ANY PARTY ON ACCOUNT OF ITS PARTICIPATION IN THE
PREPARATION HEREOF.
5.11
WORDS IN SINGULAR AND PLURAL FORM.
WORDS USED IN THE SINGULAR FORM
IN THIS AGREEMENT SHALL BE DEEMED TO IMPORT THE PLURAL, AND VICE VERSA, AS THE
SENSE MAY REQUIRE.
5.12
REMEDY FOR BREACH.
THE COMPANY HEREBY ACKNOWLEDGES THAT IN THE
EVENT OF ANY BREACH OR THREATENED BREACH BY THE COMPANY OF ANY OF THE PROVISIONS
OF THIS AGREEMENT, THE HOLDERS WOULD HAVE NO ADEQUATE REMEDY AT LAW AND COULD
SUFFER SUBSTANTIAL AND IRREPARABLE DAMAGE.
ACCORDINGLY, THE COMPANY HEREBY
AGREES THAT, IN SUCH EVENT, THE HOLDERS SHALL BE ENTITLED, AND NOTWITHSTANDING
ANY ELECTION BY ANY HOLDER TO CLAIM DAMAGES, TO OBTAIN A TEMPORARY AND/OR
PERMANENT INJUNCTION TO RESTRAIN ANY SUCH BREACH OR THREATENED BREACH OR TO
OBTAIN SPECIFIC PERFORMANCE OF ANY SUCH PROVISIONS, ALL WITHOUT PREJUDICE TO ANY
AND ALL OTHER REMEDIES WHICH ANY HOLDERS MAY HAVE AT LAW OR IN EQUITY.
5.13
SUCCESSORS AND ASSIGNS, THIRD PARTY BENEFICIARIES.
THIS AGREEMENT
AND ALL OF THE PROVISIONS HEREOF SHALL BE BINDING UPON AND INURE TO THE BENEFIT
OF THE PARTIES HERETO, EACH ASSIGNEE OF THE HOLDERS PURSUANT TO ARTICLE 3 AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND EXECUTORS, ADMINISTRATORS AND
HEIRS.
HOLDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS AGREEMENT AND
THIS AGREEMENT MAY BE ENFORCED BY SUCH HOLDERS.
5.14
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT
AND UNDERSTANDING BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREOF AND MERGES
AND SUPERSEDES ALL PRIOR DISCUSSIONS, AGREEMENTS AND UNDERSTANDINGS OF ANY AND
EVERY NATURE AMONG THEM.
5.15
ATTORNEYS' FEES.
IN THE EVENT OF ANY ACTION OR SUIT BASED UPON OR
ARISING OUT OF ANY ACTUAL OR ALLEGED BREACH BY ANY PARTY OF ANY REPRESENTATION,
WARRANTY, COVENANT OR AGREEMENT IN THIS AGREEMENT, THE PREVAILING PARTY SHALL BE
ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS' FEES AND EXPENSES OF SUCH ACTION
OR SUIT FROM THE OTHER PARTY IN ADDITION TO ANY OTHER RELIEF ORDERED BY ANY
COURT.
16
5.16
TERMINATION OF RIGHTS.
ALL RIGHTS UNDER THIS AGREEMENT WILL
TERMINATE AS TO A HOLDER