and their respective successors and permitted assigns any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained.
Except as set forth in Section 4.4 and Section 4.5,
this Agreement and all conditions and provisions hereof are intended to be and
are for the sole and exclusive benefit of the parties hereto and their
respective successors and permitted assigns.
Except as expressly permitted
hereby, each party's rights and obligations under this Agreement shall not be
subject to assignment or delegation by any party hereto, and any attempted
assignment or delegation in violation hereof shall be null and void ab initio.
Notwithstanding anything to the contrary contained in this Agreement, no
Transfer shall result in WCAS or Dignity transferring any of their rights and
obligations that are specific to WCAS or Dignity under this Agreement to any
Person except as set forth in Section 12.10(b) and Section 12.10(c).
12.12.
Duration of Rights Under Agreement.
Each Member agrees
that, at the earliest time that a Person that is a Member ceases to own any
Company Interests, such Person shall cease to be a Member and shall have no
continuing rights under this Agreement.
12.13.
CONSENT TO JURISDICTION.
EACH OF THE PARTIES IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE,
FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS
AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR
THEREBY.
EACH OF THE PARTIES HERETO FURTHER AGREES THAT TO THE FULLEST EXTENT
PERMITTED BY LAW, SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S.
REGISTERED MAIL TO SUCH PARTY'S RESPECTIVE ADDRESS SET FORTH ON SCHEDULE I
HERETO SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING
WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS
PARAGRAPH.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF
ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE COURTS OF
THE STATE OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.
12.14.
WAIVER OF JURY TRIAL.
AS A SPECIFICALLY BARGAINED FOR
INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER
HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY
WAIVES THE RIGHT TO TRIAL BY JURY IN ANY
55
LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR
THE MATTERS CONTEMPLATED HEREBY.
12.15.
Incorporation of Exhibits.
All exhibits and schedules
attached hereto are incorporated herein and made a part hereof.
12.16.
Assurances.
Each of the Members shall hereafter execute and
deliver such further instruments and do