REPRESENTATION
WERE KNOWINGLY FALSE WHEN MADE, THEN THAT WOULD BE A BASIS ON WHICH TO RESCIND
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PARTIES' RELEASES:
A.
KRATOS REPRESENTS THAT KRATOS'S FINANCIAL STATEMENTS DATED
JUNE 28, 2009 ARE PROPERLY STATED, AND THAT THERE HAVE BEEN NO MATERIAL CHANGES
THERETO SINCE THAT TIME.
9.
CONFIDENTIALITY.
NO PARTY TO THIS AGREEMENT, NOR ANY OTHER
INDIVIDUAL OR ENTITY UNDER THEIR CONTROL OR INFLUENCE, SHALL DISCLOSE OR REVEAL
DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, SPONTANEOUSLY OR IN RESPONSE TO
INQUIRY, TO ANY PERSON OR ENTITY THE PARTIES' NEGOTIATIONS OVER THE MATTERS
RELEASED BY THIS AGREEMENT.
THE PARTIES AGREE THAT THEY WILL INSTRUCT THEIR
AGENTS AND ATTORNEYS NOT TO DISCUSS OR DISCLOSE THE PARTIES NEGOTIATIONS OVER
THE MATTERS RELEASED BY THIS AGREEMENT.
10.
NONDISPARAGEMENT.
THE PARTIES EACH HEREBY COVENANT AND AGREE THAT
NO ONE WHO IS PART OF THE MANAGEMENT CONTROL GROUP, I.E., THOSE PERSONS WITH
AUTHORITY TO MAKE DECISIONS ON BEHALF OF ANY PARTY, SHALL DIRECTLY OR INDIRECTLY
MAKE ANY STATEMENT THAT DISPARAGES ANY OTHER PARTY AND RESULTS IN DAMAGE TO THAT
PARTY.
FURTHER, NO PARTY WILL KNOWINGLY PERMIT OR ENCOURAGE ANYONE ELSE, OVER
WHOM THEY HAVE CONTROL, TO DISPARAGE ANY OTHER PARTY.
11.
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE CREDIT FACILITIES
AND ANY RELATED LOAN DOCUMENTS, AS AMENDED) CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES, AND CONTAIN ALL OF THE TERMS, COVENANTS, CONDITIONS, AND
AGREEMENTS BETWEEN THE PARTIES HERETO RELATIVE TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR OR CONTEMPORANEOUS
AGREEMENTS OR STATEMENTS OR BY SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
THIS AGREEMENT MERGES AND SUPERSEDES ALL PRIOR DISCUSSIONS, ORAL OR WRITTEN
AGREEMENTS AND UNDERSTANDINGS OF EVERY KIND AND NATURE AMONG AND BETWEEN THE
PARTIES RELATIVE TO THE SUBJECT MATTER HEREOF.
IN MAKING THE DECISION TO ENTER
INTO THIS AGREEMENT, NO PARTY HAS RELIED UPON ANY REPRESENTATION, PROMISE,
ASSURANCE, COVENANT, OMISSION, STATEMENT OR AGREEMENT WHICH IS NOT EXPRESSLY SET
FORTH AND INCLUDED IN THE TERMS HEREOF.
12.
AMENDMENT.
THIS AGREEMENT MAY ONLY BE CHANGED, MODIFIED,
SUPPLEMENTED, DISCHARGED OR TERMINATED BY AN INSTRUMENT IN WRITING, SIGNED BY
ALL PARTIES.
FOR CLARITY, AND WITHOUT LIMITING THE FOREGOING, THE RIGHTS OF AND
AVAILABLE TO EACH OF THE
9
PARTIES UNDER THIS AGREEMENT CANNOT BE WAIVED OR RELEASED ORALLY, AND MAY BE
WAIVED OR RELEASED ONLY BY AN INSTRUMENT IN WRITING, SIGNED BY THE PARTY WHOSE
RIGHTS WILL BE DIMINISHED OR ADVERSELY AFFECTED BY THE WAIVER.
13.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
CONSIDERING ANY CHOICE OF LAW RULES THAT MAY POINT TO THE APPLICATION OF THE
SUBSTANTIVE LAW OF ANY OTHER JURISDICTION.
14.
DISPUTE RESOLUTION.
THE PARTIES EACH AGREE TO AND SUBMIT
THEMSELVES TO THE EXCLUSIVE JURISDICTION OF JUDGE DAN AARON POLSTER, UNITED
STATES DISTRICT JUDGE OF THE NORTHERN DISTRICT OF OHIO FOR ANY ACTION TO ENFORCE
THIS AGREEMENT.
THE PARTIES FURTHER AGREE THAT, IN THE EVENT OF FUTURE
LITIGATION FILED IN