WHICH SUCH PROPERTY IS
LOCATED.
THE PARTIES AGREE THAT THE COURT SHALL RETAIN JURISDICTION OVER ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT. EACH OF THE PARTIES
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
12.14
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN COUNTERPARTS. THE
PARTIES FURTHER AGREE THAT THIS AGREEMENT MAY BE EXECUTED BY THE EXCHANGE OF
FACSIMILE OR ELECTRONIC PDF SIGNATURE PAGES PROVIDED THAT BY DOING SO THE
PARTIES AGREE TO UNDERTAKE TO PROVIDE ORIGINAL SIGNATURES AS SOON THEREAFTER AS
REASONABLE IN THE CIRCUMSTANCES.
12.15
NON-RECOURSE; PERSONAL LIABILITY.
(A)
THE PURCHASER, THE RECEIVER, OR ANY PAST, PRESENT OR FUTURE
STOCKHOLDER, DIRECTOR, OFFICER, EMPLOYEE, OR INCORPORATOR OF THE PURCHASER,
SHALL NOT HAVE ANY PERSONAL LIABILITY FOR ANY OBLIGATION OR LIABILITY OF THE
PURCHASER, THE RECEIVER OR CLEAIRE, AS THE CASE MAY BE, UNDER THIS AGREEMENT OR
FOR ANY CLAIM, COUNTER-CLAIM, CAUSE OF ACTION OR DEMAND BASED ON, IN RESPECT OF,
OR BY REASON OF, THE CONTEMPLATED TRANSACTIONS EXCEPT FOR ANY CLAIM AGAINST ANY
INDIVIDUAL BASED ON THE FRAUD OR GROSS NEGLIGENCE OF SUCH INDIVIDUAL IN
CONNECTION WITH ANY REPRESENTATIONS OF THE RECEIVER OR THE PURCHASER HEREUNDER,
AS THE CASE MAY BE.
(B)
NO RISK OR OBLIGATION INCURRED BY THE RECEIVER UNDER THIS
AGREEMENT SHALL BE THE PERSONAL RISK OR OBLIGATION OF DAVID P. STAPLETON, THE
STAPLETON GROUP, OR ANY OF THEIR AFFILIATES, BUT SHALL BE THE SOLE RISK OR
OBLIGATION OF THE RECEIVERSHIP ESTATE.
12.16
TIME IS OF THE ESSENCE.
TIME IS OF THE ESSENCE IN THIS AGREEMENT, AND
ALL OF THE TERMS, COVENANTS AND CONDITIONS HEREOF.
16
12.17
INTERPRETATION AND RULES OF CONSTRUCTION.
IN THIS AGREEMENT, EXCEPT
TO THE EXTENT THAT THE CONTEXT OTHERWISE REQUIRES: (A) WHEN A REFERENCE IS MADE
IN THIS AGREEMENT TO AN ARTICLE, SECTION, EXHIBIT OR SCHEDULE, SUCH REFERENCE IS
TO AN ARTICLE OR SECTION OF, OR AN EXHIBIT OR A SCHEDULE TO, THIS AGREEMENT
UNLESS OTHERWISE INDICATED; (B) RESERVED; (C) WHENEVER THE WORDS "INCLUDE,"
"INCLUDES" OR "INCLUDING" ARE USED IN THIS AGREEMENT, THEY ARE DEEMED TO BE
FOLLOWED BY THE WORDS "WITHOUT LIMITATION"; (D) THE WORDS "HEREOF," "HEREIN" AND
"HEREUNDER" AND WORKS OF SIMILAR IMPORT, WHEN USED IN THIS AGREEMENT, REFER TO
THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT;
(E) ALL TERMS DEFINED IN THIS AGREEMENT HAVE THE DEFINED MEANINGS WHEN USED IN
ANY CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO, UNLESS
OTHERWISE DEFINED THEREIN; (F) THE DEFINITIONS CONTAINED IN THIS AGREEMENT ARE
APPLICABLE TO THE SINGULAR AS WELL AS THE PLURAL FORMS OF SUCH TERMS; (G) ANY
LAW DEFINED OR REFERRED TO HEREIN OR IN ANY AGREEMENT OR INSTRUMENT THAT IS
REFERRED TO HEREIN MEANS SUCH LAW OR STATUTE AS FROM TIME TO TIME AMENDED,
MODIFIED OR SUPPLEMENTED, INCLUDING