MADE, (II) COPIES OF ALL RELEVANT DOCUMENTATION RELATING
TO SUCH CLAIM, AND (III) THE BASIS FOR INDEMNIFICATION, INCLUDING WITHOUT
LIMITATION SPECIFIC PROVISIONS OF THIS AGREEMENT UNDER WHICH THE INDEMNIFIED
PARTY BELIEVES IT IS ENTITLED TO INDEMNIFICATION.
ARTICLE VIII
MISCELLANEOUS
8.1
ENTIRE AGREEMENT; ASSIGNMENT.
THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS (A)
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL OTHER
PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, BETWEEN THE PARTIES
OR ANY OF THEM WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF, AND (B)
SHALL NOT BE ASSIGNED BY OPERATION OF LAW OR OTHERWISE.
8.2
NOTICES.
ALL NOTICES, REQUESTS, CLAIMS, DEMANDS AND OTHER
COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE GIVEN (AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN UPON RECEIPT) BY DELIVERY IN PERSON, BY CABLE,
TELECOPY, TELEGRAM OR TELEX, OVERNIGHT DELIVERY SERVICE FROM A NATIONAL CARRIER
OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID, RETURN RECEIPT REQUESTED)
TO THE RESPECTIVE PARTIES AS FOLLOWS:
if to Purchaser:
CattleNetwork, LLC
c/o Vance Publishing Corporation
400 Knightsbridge Parkway
Lincolnshire, IL 60069
Attention:
Peggy Walker
Telephone:
(847) 634-2600
Telecopy:
(847) 634-4353
with a copy to:
Wildman, Harrold, Allen & Dixon LLP
225 West Wacker Drive, Suite 2800
Chicago, IL 60606-1229
Attention:
Jeffrey P. Gray
Telephone:
(312) 201-2557
Telecopy:
(312) 416-4491
if to Seller:
Integrated Management Information, Inc.
221 Wilcox Street, Suite A
Castle Rock, CO
80104
31
Attention:
John Saunders
Telephone: 303-895-3002
Telecopy: 720-221-0411
With a copy to:
Gougér Franzmann & Hooke, LLC
400 Inverness Parkway, Suite 250
Englewood, Colorado 80112
Attention:
Sara J. Streight
Telephone:
(720) 266-1040
Facsimile:
(720) 266-1041
And:
Vanderkam & Associates
1301 Travis, Suite 1200
Houston, Texas
77002
Attention:
Hank Vanderkam
Telephone:
719-547-8900
Facsimile:
713-547-8910
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
8.3
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS REGARDLESS OF THE LAWS THAT
MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
8.4
SUBMISSION TO JURISDICTION; WAIVERS.
THE SELLER AND PURCHASER
AGREE THAT DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE
BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS SITTING IN THE COUNTY
OF COOK OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS AND THE APPELLATE COURTS HAVING JURISDICTION OF APPEALS IN SUCH
COURTS.
THE SELLER AND PURCHASER CONSENT AND SUBMIT TO JURISDICTION IN SUCH
COURTS AND WAIVE ALL RIGHTS TO TRIAL BY JURY.
8.5
DESCRIPTIVE HEADINGS.
THE DESCRIPTIVE HEADINGS HEREIN ARE
INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT INTENDED TO BE PART OF OR
TO AFFECT THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
8.6
PARTIES IN INTEREST.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE SOLELY TO THE BENEFIT OF EACH PARTY, AND NOTHING IN THIS AGREEMENT,
EXPRESS OR IMPLIED, IS