UPON AND
INURE TO THE BENEFIT OF THE MEMBERS AND THEIR RESPECTIVE HEIRS, LEGATEES, LEGAL
REPRESENTATIVES, SUCCESSORS, TRANSFEREES AND ASSIGNS.
12.3
CREDITORS.
NONE OF THE PROVISIONS OF THIS AGREEMENT SHALL BE FOR
THE BENEFIT OF OR ENFORCED BY ANY CREDITOR OF THE COMPANY OR ANY MEMBER.
12.4
REMEDIES CUMULATIVE.
NO REMEDY HEREIN CONFERRED UPON ANY PARTY IS
INTENDED TO BE EXCLUSIVE OF ANY OTHER REMEDY, AND EACH AND EVERY SUCH REMEDY
SHALL BE CUMULATIVE AND SHALL BE IN ADDITION TO EVERY OTHER REMEDY GIVEN
HEREUNDER OR NOW OR HEREAFTER EXISTING AT LAW OR IN EQUITY OR BY STATUTE OR
OTHERWISE.
NO SINGLE OR PARTIAL EXERCISE BY ANY PARTY OF ANY RIGHT, POWER OR
REMEDY HEREUNDER SHALL PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF.
12.5
HEADINGS.
ARTICLE, SECTION AND OTHER HEADINGS CONTAINED IN THIS
AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND ARE NOT INTENDED TO DESCRIBE,
INTERPRET, DEFINE OR LIMIT THE SCOPE, EXTENT OR INTENT OF THIS AGREEMENT OR ANY
PROVISION HEREOF.
12.6
SEVERABILITY.
EVERY PROVISION OF THIS AGREEMENT IS INTENDED TO BE
SEVERABLE.
IF ANY TERM OR PROVISION HEREOF IS ILLEGAL OR INVALID FOR ANY REASON
WHATSOEVER, SUCH ILLEGALITY OR INVALIDITY SHALL NOT AFFECT THE VALIDITY OR
LEGALITY OF THE REMAINDER OF THIS AGREEMENT.
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12.7
INCORPORATION BY REFERENCE.
EVERY EXHIBIT, SCHEDULE AND OTHER
APPENDIX ATTACHED TO THIS AGREEMENT AND REFERRED TO HEREIN IS HEREBY
INCORPORATED IN THIS AGREEMENT BY REFERENCE.
12.8
FURTHER ACTION.
EACH MEMBER AGREES TO PERFORM ALL FURTHER ACTS AND
EXECUTE, ACKNOWLEDGE AND DELIVER ANY DOCUMENTS WHICH MAY BE REASONABLY
NECESSARY, APPROPRIATE OR DESIRABLE TO CARRY OUT THE PROVISIONS OF THIS
AGREEMENT.
12.9
GOVERNING LAW.
THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE
VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION OF ITS TERMS, AND THE
INTERPRETATION OF THE RIGHTS AND DUTIES OF THE MEMBERS, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS.
12.10
CONSENT TO JURISDICTION.
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
ANY PARTY TO THIS AGREEMENT WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF
MASSACHUSETTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY
ACCEPTS, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY
AGREES TO BE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN CONNECTION WITH
THIS AGREEMENT FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS AVAILABLE.
EACH PARTY
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS NOTICE ADDRESS SPECIFIED
IN SECTION 12.1, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH
MAILING.
EACH PARTY IRREVOCABLY WAIVES (A) TRIAL BY JURY IN ANY ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT, AND (B) 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