SENDING OR DELIVERING A COPY
OF THE PROCESS (I) TO THE PARTY TO BE SERVED AT THE ADDRESS AND IN THE MANNER
PROVIDED FOR THE GIVING OF NOTICES IN SECTION 8.2 ABOVE.
NOTHING IN THIS
SECTION 8.9 HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AT EQUITY.
EACH PARTY HERETO
AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING SO BROUGHT SHALL BE
CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW OR AT EQUITY.
(B)
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY
RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER
DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR
IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS
SECTION 8.9(B) AND EXECUTED BY EACH OF THE PARTIES HERETO).
THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THE
55
DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS.
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL
DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF
THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT OR THE OTHER DOCUMENT, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.
SECTION 8.10
SPECIFIC PERFORMANCE.
THE PARTIES
AGREE IF ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN
ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED, IRREPARABLE
DAMAGE WOULD OCCUR, NO ADEQUATE REMEDY AT LAW WOULD EXIST AND DAMAGES WOULD BE
DIFFICULT TO DETERMINE, AND THAT THE PARTIES SHALL BE ENTITLED TO SPECIFIC
PERFORMANCE OF THE TERMS HEREOF, IN ADDITION TO ANY OTHER REMEDY AT LAW OR
EQUITY.
SECTION 8.11
ASSIGNMENT.
NEITHER THIS AGREEMENT
NOR ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER SHALL BE ASSIGNED BY
ANY OF THE PARTIES HERETO (WHETHER BY OPERATION OF LAW OR OTHERWISE) WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER PARTIES.
NOTWITHSTANDING THE FOREGOING,
BUYER SHALL HAVE THE RIGHT TO ASSIGN ALL OR CERTAIN PROVISIONS OF THIS
AGREEMENT, OR ANY INTEREST HEREIN, AND MAY DELEGATE ANY DUTY OR OBLIGATION
HEREUNDER, WITHOUT THE CONSENT OF SELLER, (I) TO ANY AFFILIATE OF BUYER, (II) AT
ANY TIME AFTER THE CLOSING, TO ANY PURCHASER OF ANY OR ALL OF THE ASSETS OR
EQUITY INTERESTS (WHETHER BY MERGER, RECAPITALIZATION, REORGANIZATION OR
OTHERWISE) OF BUYER OR THE BUSINESS OR (III) TO ANY OF BUYER'S FINANCING SOURCES
AS COLLATERAL; PROVIDED THAT, IN THE CASE OF EACH OF CLAUSES (I)-(III), NO SUCH
ASSIGNMENT OR DELEGATION SHALL RELIEVE BUYER