OTHER PARTY WITH RESPECT TO THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT MAY BE INSTITUTED, AND THAT ANY SUIT, ACTION OR PROCEEDING BY IT
AGAINST ANY OTHER PARTY WITH RESPECT TO THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT SHALL BE INSTITUTED, ONLY IN ANY OF THE FOLLOWING: (A) THE COMPANY
BANKRUPTCY COURT, SO LONG AS THE COMPANY CASE REMAINS OPEN, (B) THE BUYER
BANKRUPTCY COURT, SO LONG AS THE BUYER CASE REMAINS OPEN AND (C) AFTER THE
COMPLETION OF THE COMPANY CASE OR THE BUYER CASE, THE STATE COURTS OF MINNESOTA
(AND APPELLATE COURTS FROM ANY OF THE FOREGOING) AS THE PARTY INSTITUTING SUCH
SUIT, ACTION OR PROCEEDING MAY IN ITS SOLE DISCRETION ELECT, EXCEPT THAT ANY
MATTER WITH RESPECT TO THE PLAN OR ITS IMPLEMENTATION MUST BE INSTITUTED IN THE
COMPANY BANKRUPTCY COURT, (II) CONSENTS AND SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH SUIT,
ACTION OR PROCEEDING INSTITUTED AGAINST IT BY THE OTHER AND (III) AGREES THAT A
FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW;
39
(B)
AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY
SUIT, ACTION OR PROCEEDING PURSUANT TO SECTION 8.11(A) MAY BE EFFECTED BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
THE COMPANY OR BUYER, AS THE CASE MAY BE, AT THE ADDRESSES FOR NOTICES PURSUANT
TO SECTION 8.4 HEREOF (WITH COPIES TO SUCH OTHER PERSONS AS SPECIFIED THEREIN);
PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS SECTION 8.11 SHALL AFFECT THE
RIGHT OF THE COMPANY OR BUYER OR, AS THE CASE MAY BE, TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW;
(C)
(I) WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT BROUGHT IN ANY COURT SPECIFIED
IN SECTION 8.11(A), (II) WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM
AND (III) AGREES NOT TO PLEAD OR CLAIM EITHER OF THE FOREGOING;
(D)
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT
AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A
JURY; AND
(E)
TO THE EXTENT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION
OR OTHERWISE) WITH RESPECT TO ITSELF, OR ITS PROPERTY, HEREBY IRREVOCABLY WAIVES
SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS WITH RESPECT TO THIS AGREEMENT AND
THE OTHER TRANSACTION DOCUMENTS.
8.12
SPECIFIC PERFORMANCE.
EACH OF THE PARTIES