the transactions contemplated hereby, and to effect and evidence the
provisions of this Agreement and the Related Agreements and the transactions
contemplated hereby.
10.11
Entire Understanding. The Exhibits, Schedules and Disclosure
Schedule identified in this Agreement are incorporated herein by reference and
made a part hereof. This Agreement and the Related Agreements set forth the
entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersedes any and all prior agreements, arrangements,
representations and understandings among the parties with respect to such
subject matter.
10.12
Jurisdiction of Disputes. IN THE EVENT ANY PARTY TO THIS AGREEMENT
COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR
RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR
CONTEMPLATED HEREIN OR THEREIN, WITH RESPECT TO ANY OF THE MATTERS DESCRIBED OR
CONTEMPLATED HEREIN OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (A) AGREE
THAT ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION SHALL BE INSTITUTED IN and
prosecuted in its entirety exclusively in A COURT OF COMPETENT JURISDICTION
LOCATED WITHIN THE CITY OF DETROIT, STATE OF MICHIGAN OR APPLICABLE FEDERAL
COURT WITHIN SUCH JURISDICTION; (B) AGREE THAT IN THE EVENT OF ANY SUCH
LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES CONSENT AND SUBMIT TO THE
EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN ANY SUCH COURT DESCRIBED IN CLAUSE
(A) OF THIS SECTION 10.12 AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH
THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS OR IN THE MANNER SET FORTH
IN SECTION 10.2; (C) WAIVE TO THE FULL EXTENT PERMITTED BY LAW ANY OBJECTION
THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OR FORUM OF ANY SUCH
LITIGATION, PROCEEDING OR ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION,
PROCEEDING OR ACTION WAS BROUGHT IN AN INCONVENIENT FORUM; (D) AGREE THAT SUCH
PARTIES WILL NOT ATTEMPT TO REMOVE ANY SUCH ACTION TO ANY OTHER VENUE, FORUM OR
JURISDICTION, (E) AGREE AS AN ALTERNATIVE METHOD OF SERVICE TO SERVICE OF
PROCESS IN ANY LEGAL PROCEEDING BY MAILING OF COPIES THEREOF TO SUCH PARTY AT
ITS ADDRESS (AND IN THE MANNER) SET FORTH IN SECTION 10.2 FOR COMMUNICATIONS TO
SUCH PARTY; (F) AGREE THAT ANY SERVICE MADE AS PROVIDED HEREIN SHALL BE
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (G) AGREE THAT NOTHING
HEREIN SHALL AFFECT THE RIGHTS OF ANY PARTY TO EFFECT SERVICE OF PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.
10.13
WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,