in a breach of this Agreement.
Nothing contained in this section shall be construed as prohibiting the
Purchaser from pursuing any other remedies available for a breach or threatened
breach of the obligations contained in this section, including the recovery of
damages from the any of the Selling Parties.
(f)
One Hundred Thousand and no/100 Dollars ($100,000.00) of the
Purchase Price is specifically allocated as payment to the foregoing entities
and individuals as consideration for their obligations and covenants under this
Section 11.21.
11.22
Time of the Essence.
TIME IS OF THE ESSENCE WITH RESPECT TO EACH
PROVISION OF THIS AGREEMENT.
The parties acknowledge and agree that the
preceding sentence is a central, indispensable element of this Agreement.
11.23
Force Majure.
Any time period or obligation to timely perform
imposed upon any party hereunder shall be extended as necessary when performance
of such obligation(s) is rendered impossible or unreasonably difficult as a
result of any acts of God, war, labor strikes or unrest, weather, acts of
terrorism, general disruptions to the economy or day-to-day operations of the
government of the Parish of Caddo, the State of Louisiana or the United States
of America which make conducting business unreasonably difficult or impossible.
35
11.24
SUBMISSION TO JURISDICTION AND VENUE, CONSENT TO SERVICE OF PROCESS,
ETC.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PURCHASER AND EACH OF
THE SELLERS HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(A)
AGREES THAT ANY ACTION, SUIT OR PROCEEDING BY ANY PERSON ARISING
FROM OR RELATING TO THIS AGREEMENT, THE TRANSFER CONTEMPLATED HEREIN OR ANY
STATEMENT, COURSE OF CONDUCT, ACT, OMISSION OR EVENT IN CONNECTION WITH ANY OF
THE FOREGOING (COLLECTIVELY, "RELATED LITIGATION") TO WHICH EITHER IS OR MAY BE
A PARTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION
SITTING IN SHREVEPORT, LOUISIANA, AND SUBMITS TO THE JURISDICTION OF SUCH
COURTS, AND AGREES NOT TO BRING ANY RELATED LITIGATION IN ANY OTHER FORUM;
(B)
ACKNOWLEDGES THAT SUCH COURTS WILL BE THE MOST CONVENIENT FORUM FOR
ANY RELATED LITIGATION, WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY
RELATED LITIGATION BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY RELATED
LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM,
AND WAIVES ANY RIGHT TO OBJECT, WITH RESPECT TO ANY RELATED LITIGATION, THAT
SUCH COURT DOES NOT HAVE JURISDICTION OVER IT; AND
(C)
CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
LEGAL PROCESS IN ANY RELATED LITIGATION BY REGISTERED OR CERTIFIED U.S. MAIL,
POSTAGE PREPAID, TO IT AT THE ADDRESS FOR NOTICES DESCRIBED IN THIS AGREEMENT,
AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT
VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR
EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).
11.25
JURY WAIVER
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE
PURCHASER AND EACH OF THE SELLERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
THEIR RIGHT TO A TRIAL BY JURY OF ANY