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
12
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 20.
21.
CHOICE OF LAW, JURISDICTION AND VENUE.
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 INDIANA.
ALL ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL
BE HEARD AND DETERMINED IN ANY INDIANA STATE OR FEDERAL COURT SITTING IN
INDIANAPOLIS, INDIANA, AND EACH PARTY HERETO HEREBY IRREVOCABLY ACCEPTS AND
CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION OF THOSE COURTS FOR SUCH
PURPOSE.
IN ADDITION, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH HE OR IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT
THEREOF BROUGHT IN ANY STATE OR FEDERAL COURT SITTING IN THE CITY OF
INDIANAPOLIS, INDIANA AND FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY ACTION
OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
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 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