ITS TERM.
19.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED AND DELIVERED BY
EACH PARTY HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND
DELIVERED SHALL BE DEEMED AN ORIGINAL AND BOTH OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT.
20.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT WILL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE COMPANY AND ANY SUCCESSOR TO THE COMPANY, INCLUDING
WITHOUT LIMITATION ANY PERSONS ACQUIRING DIRECTLY OR INDIRECTLY ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF THE COMPANY WHETHER BY PURCHASE,
MERGER, CONSOLIDATION, REORGANIZATION OR OTHERWISE (AND SUCH SUCCESSOR SHALL
THEREAFTER BE DEEMED THE "COMPANY" FOR PURPOSES OF THIS AGREEMENT) AND SUCH
SUCCESSOR SHALL DELIVER A WRITTEN AFFIRMATION OF ITS OBLIGATIONS HEREUNDER TO
EXECUTIVE.
THIS AGREEMENT WILL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, HEIRS, AND LEGATEES, BUT OTHERWISE WILL NOT BE ASSIGNABLE,
TRANSFERABLE OR DELEGABLE BY EXECUTIVE.
THIS AGREEMENT IS PERSONAL IN NATURE
AND NEITHER OF THE PARTIES HERETO SHALL, WITHOUT THE CONSENT OF THE OTHER,
ASSIGN, TRANSFER OR DELEGATE THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS
HEREUNDER EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 18.
21.
CHOICE OF LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF INDIANA, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF INDIANA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
22.
MUTUAL WAIVER OF JURY TRIAL.
BECAUSE DISPUTES ARISING IN
CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED
BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND
FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE,
TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM
11
AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE
BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT,
OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP
ESTABLISHED AMONG THE PARTIES HEREUNDER.
23.
DELIVERY BY FACSIMILE.
THIS AGREEMENT, THE AGREEMENTS REFERRED TO
HEREIN, AND EACH OTHER AGREEMENT OR INSTRUMENT ENTERED INTO IN CONNECTION
HEREWITH OR THEREWITH OR CONTEMPLATED HEREBY OR THEREBY, AND ANY AMENDMENTS
HERETO OR THERETO, TO THE EXTENT SIGNED AND DELIVERED BY MEANS OF A FACSIMILE
MACHINE, SHALL BE TREATED IN ALL MANNER AND RESPECTS AS AN ORIGINAL AGREEMENT OR
INSTRUMENT AND SHALL BE CONSIDERED TO HAVE THE SAME BINDING LEGAL EFFECT AS IF
IT WERE THE ORIGINAL SIGNED VERSION THEREOF DELIVERED IN PERSON.
24.
SURVIVORSHIP.
ANY PROVISION OF THIS AGREEMENT, THAT BY ITS TERMS,
IS INTENDED TO CONTINUE TO