Ronald McFall
Stoel Rives LLP
100 South Fifth Street, Suite 1900
Minneapolis, MN 55402
Facsimile: (612) 373-8881
7
If to a Seller:
to the addresses of such Seller set forth on Exhibit D or to such other address
as may have been designated in a prior notice.
8.2
BINDING EFFECT. EXCEPT AS MAY BE OTHERWISE
PROVIDED HEREIN, THIS AGREEMENT WILL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT IS INTENDED OR
WILL BE CONSTRUED TO CONFER ON ANY PERSON OTHER THAN THE PARTIES HERETO ANY
RIGHTS OR BENEFITS HEREUNDER.
8.3
HEADINGS. THE HEADINGS IN THIS AGREEMENT ARE
INTENDED SOLELY FOR CONVENIENCE OF REFERENCE AND WILL BE GIVEN NO EFFECT IN THE
CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.
8.4
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED
IN MULTIPLE COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, AND ALL OF
WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME DOCUMENT.
8.5
GOVERNING LAW; PREVAILING PARTY. THIS
AGREEMENT, INCLUDING THE VALIDITY HEREOF AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER, AND ALL AMENDMENTS AND SUPPLEMENTS HERETO AND ALL WAIVERS AND
CONSENTS HEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
DOMESTIC SUBSTANTIVE LAWS OF THE STATE OF OHIO WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICTS OF LAW PROVISION OR RULE THAT WOULD CAUSE THE
APPLICATION OF THE DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER JURISDICTION. THE
PARTIES AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT
OF THIS AGREEMENT, IN VALIDITY OR PERFORMANCE, SHALL BE INITIATED AND PROSECUTED
AS TO ALL PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS IN THE STATE OF
OHIO. EACH PARTY HEREBY CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION
OVER SUCH PARTY'S PERSON BY ANY STATE OR FEDERAL COURT SITUATED IN THE STATE OF
OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER. EACH PARTY WAIVES ANY
OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY
ACTION INSTITUTED HEREUNDER. IN AN ACTION TO ENFORCE A PARTY'S RIGHTS HEREUNDER,
THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS COST AND EXPENSES
(INCLUDING ATTORNEYS' FEES, WHETHER OR NOT SUIT IS BROUGHT) FROM THE OTHER
PARTY.
8.6
FURTHER ASSURANCES. THE PARTIES HERETO AGREE
THAT EACH WILL EXECUTE AND DELIVER TO THE OTHER ANY AND ALL DOCUMENTS IN
ADDITION TO THOSE EXPRESSLY PROVIDED FOR HEREIN THAT MAY BE NECESSARY OR
APPROPRIATE TO CARRY OUT THE PROVISIONS OF THIS AGREEMENT, WHETHER PRIOR TO OR
AT THE CLOSING. EACH SELLER FURTHER AGREES THAT, AT ANY TIME AND FROM TIME TO
TIME AFTER THE CLOSING, EACH SELLER WILL EXECUTE AND DELIVER TO BUYER AT BUYER'S
EXPENSE SUCH FURTHER ASSIGNMENTS, CERTIFICATES OR OTHER WRITTEN ASSURANCES AS
BUYER MAY REASONABLY REQUEST TO PERFECT AND PROTECT BUYER'S TITLE TO THE
PURCHASED UNITS OR AS MAY OTHERWISE BE REQUIRED TO CARRY OUT THE PROVISIONS OF
THIS AGREEMENT.
8.7
NO STRICT CONSTRUCTION. THE LANGUAGE USED IN
THIS