HEREBY.
11.3
SURVIVAL. ALL REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND
ALL OTHER OBLIGATIONS WHICH BY THEIR TERMS REQUIRE OR MAY REQUIRE ACTION AFTER
THE EFFECTIVE DATE (INCLUDING BUT NOT LIMITED TO THE OBLIGATIONS CONTAINED IN
ARTICLE 9), AND ALL OTHER WRITTEN REPRESENTATIONS AND WARRANTIES CONTAINED IN
THE TRANSACTION DOCUMENTS, SHALL FOREVER SURVIVE THE EXECUTION AND DELIVERY OF
THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
11.4
ENTIRE AGREEMENT. THIS AGREEMENT, INCLUDING THE EXHIBITS AND
SCHEDULES ATTACHED HERETO, CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING
BETWEEN PARTIES HERETO WITH RESPECT TO THE SALE AND PURCHASE OF THE ASSETS. THE
PARTIES HEREBY AGREE THAT ALL PRIOR REPRESENTATIONS, UNDERSTANDINGS AND
AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE SALE AND PURCHASE OF THE
ASSETS, AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, ARE SUPERSEDED BY THE
TERMS OF THIS AGREEMENT.
11.5
CHOICE OF LAW; VENUE. THIS AGREEMENT SHALL BE CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA, WITHOUT
REGARD TO ITS CONFLICTS-OF-LAW PROVISIONS, AS THOUGH ALL ACTS AND OMISSIONS
RELATED TO THIS AGREEMENT OCCURRED IN THE STATE OF MINNESOTA. ALL DISPUTES
RELATED TO OR ARISING UNDER THIS AGREEMENT MUST BE BROUGHT IN EITHER THE
17
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA OR THE STATE OF
MINNESOTA FOURTH JUDICIAL DISTRICT COURT WITH EACH PARTY CONSENTING TO THE
EXCLUSIVE JURISDICTION OF SUCH COURTS AND HEREBY WAIVING ANY PERSONAL
JURISDICTION DEFENSES. EACH PARTY HEREBY (I) WAIVES ANY OBJECTION WHICH IT MIGHT
HAVE NOW OR HEREAFTER TO THE FOREGOING VENUE OF ANY SUCH LITIGATION, ACTION OR
PROCEEDING, (II) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH
COURT SET FORTH ABOVE IN ANY SUCH LITIGATION, ACTION OR PROCEEDING, AND (III)
WAIVES ANY CLAIM OR DEFENSE OF INCONVENIENT FORUM. EACH PARTY HEREBY CONSENTS TO
SERVICE OF PROCESS BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT SUCH PARTY'S
ADDRESS SET FORTH IN THIS AGREEMENT (AS MODIFIED BY WRITTEN NOTICE OF A PARTY
FROM TIME TO TIME) AND HEREBY EXPRESSLY WAIVES THE BENEFIT OF ANY CONTRARY
PROVISION OF LAW.
11.6
INJUNCTIVE RELIEF. THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT
THE OTHER PARTIES WOULD BE DAMAGED IRREPARABLY IN THE EVENT ANY OF THE
PROVISIONS OF THIS AGREEMENT ARE NOT PERFORMED SUBSTANTIALLY IN ACCORDANCE WITH
THEIR SPECIFIC TERMS. ACCORDINGLY, EACH OF THE PARTIES AGREES THAT THE OTHER
PARTIES SHALL BE ENTITLED TO INJUNCTIVE RELIEF TO PREVENT BREACHES OF THIS
AGREEMENT AND TO ENFORCE SPECIFICALLY THE SUBSTANTIAL PERFORMANCE OF THIS
AGREEMENT.
11.7
SEVERABILITY. THE PROVISIONS OF THIS AGREEMENT SHALL, WHERE
POSSIBLE, BE INTERPRETED SO AS TO SUSTAIN THEIR LEGALITY AND ENFORCEABILITY, AND
FOR THAT PURPOSE THE PROVISIONS OF THIS AGREEMENT SHALL BE READ AS IF THEY COVER
ONLY THE SPECIFIC SITUATION TO WHICH THEY ARE BEING APPLIED. THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT IN A SPECIFIC SITUATION
SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THAT PROVISION IN OTHER
SITUATIONS OR OF OTHER PROVISIONS OF THIS AGREEMENT.
11.8
TAXES AND FEES. SELLER SHALL BE RESPONSIBLE FOR AND SHALL PAY ALL
SALES, TRANSFER