SUCH COURT. THE PARTIES
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF
ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND
AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER
TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH
PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION,
(B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS Section 10.10(c).
Section 10.11 Specific Performance. The parties agree that irreparable damage
would occur if any provision of this Agreement were not performed in accordance
with the terms hereof and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy to which they
are entitled at law or in equity.
Section 10.12 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Agreement delivered by
facsimile, e-mail or other means of electronic transmission shall be deemed to
have the same legal effect as delivery of an original signed copy of this
Agreement.
[Remainder of page intentionally left blank. Signature page follows.]
57
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.
SELLER PARTIES:
BUYER:
BIRD & CRONIN, INC.,
a Minnesota corporation
By: /s/ Michael J. Cronin
Michael J. Cronin, Co-President
By: /s/ Jason Anderson
Jason Anderson, Co-President
THE SHEILA C. ANDERSON 2016 TRUST, DECEMBER 24, 2016
By: /s/ Sheila C. Anderson
Sheila C. Anderson, Trustee
THE COLLEEN C. LARSON 2016 TRUST, DATED DECEMBER 24, 2016
By: /s/ Phillip B. Larson
Phillip B. Larson, Trustee
THE MICHAEL J. CRONIN 2016 TRUST, DATED DECEMBER 24, 2016
By: /s/ Michael J. Cronin
Michael J. Cronin, Trustee
NANCY K. CRONIN QUALIFIED TERMINABLE INTEREST TRUST PURSUANT TO THE TIMOTHY C.
CRONIN REVOCABLE TRUST, DATED MAY 31, 2005
By: /s/ Michael J. Cronin
Michael J. Cronin, Trustee
By: /s/ Nancy K. Cronin
Nancy K. Cronin, Trustee
/s/ MICHAEL J. CRONIN
MICHAEL J. CRONIN, individually
DYNATRONICS CORPORATION,
a Utah corporation