AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF
LAW THEREOF.
7.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
8.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON, AND INURE TO THE BENEFIT OF, THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS, ASSIGNS, AND AFFILIATES, BUT SHALL NOT BE ASSIGNABLE BY
EITHER PARTY HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO.
9.
WAIVER.
NO PARTY MAY WAIVE ANY OF THE
TERMS OR CONDITIONS OF THIS AGREEMENT EXCEPT BY AN INSTRUMENT IN WRITING DULY
SIGNED BY EACH OF THE PARTIES.
10.
STOCK TRANSFER TAXES.
ANY STOCK TRANSFER
TAXES WITH RESPECT TO THE SURRENDER OF THE REPURCHASED SHARES WILL BE PAID BY
THE SELLER AND THE AMOUNT TO BE SO PAID BY THE SELLER WILL BE
4
DEDUCTED FROM ANY FUNDS DISTRIBUTABLE BY THE COMPANY TO THE SELLER UNDER THIS
AGREEMENT.
IF, HOWEVER, PAYMENT FOR THE REPURCHASED SHARES IS TO BE MADE TO ANY
PERSON OTHER THAN THE SELLER, THE AMOUNT OF ANY STOCK TRANSFER TAXES (WHETHER
IMPOSED ON THE SELLER OR SUCH OTHER PERSON) PAYABLE ON ACCOUNT OF THE TRANSFER
TO SUCH PERSON WILL BE DEDUCTED FROM THE PAYMENT IF SATISFACTORY EVIDENCE OF THE
PAYMENT OF SUCH TAXES, OR EXEMPTION THEREFROM, IS NOT SUBMITTED.
11.
BACKUP FEDERAL INCOME TAX WITHHOLDING AND
SUBSTITUTE FORM W-9.
UNDER THE "BACKUP WITHHOLDING" PROVISIONS OF U.S. FEDERAL
TAX LAW, THE COMPANY MAY BE REQUIRED TO WITHHOLD A PORTION OF THE CONSIDERATION
FOR THE REPURCHASED SHARES.
TO PREVENT BACKUP WITHHOLDING, THE SELLER SHOULD
COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 BELOW, AND EITHER:
(A) PROVIDE THE
SELLER'S CORRECT TAXPAYER IDENTIFICATION NUMBER ("TIN") AND CERTIFY, UNDER
PENALTIES OF PERJURY, THAT THE TIN PROVIDED IS CORRECT (OR THAT SUCH HOLDER IS
AWAITING A TIN), AND THAT (I) THE SELLER HAS NOT BEEN NOTIFIED BY THE INTERNAL
REVENUE SERVICE ("IRS") THAT THE SELLER IS SUBJECT TO BACKUP WITHHOLDING AS A
RESULT OF FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR (II) THE IRS HAS
NOTIFIED THE SELLER THAT THE SELLER IS NO LONGER SUBJECT TO BACKUP WITHHOLDING;
OR (B) PROVIDE AN ADEQUATE BASIS FOR EXEMPTION.
IF "APPLIED FOR" IS WRITTEN IN
PART I OF THE SUBSTITUTE FORM W-9, THE COMPANY WILL RETAIN THE REQUIRED PORTION
OF ANY PAYMENT DURING THE SIXTY (60) DAY PERIOD FOLLOWING THE DATE OF THE
SUBSTITUTE FORM W-9.
IF THE SELLER FURNISHES THE REPRESENTATIVE WITH HIS OR HER
TIN WITHIN SIXTY (60) DAYS OF THE DATE OF THE SUBSTITUTE W-9, THE COMPANY WILL
REMIT SUCH AMOUNT RETAINED DURING THE SIXTY (60) DAY PERIOD TO THE SELLER, AND
NO FURTHER AMOUNTS WILL BE RETAINED OR WITHHELD FROM ANY PAYMENT MADE TO THE
SELLER THEREAFTER.
IF, HOWEVER, THE SELLER HAS NOT PROVIDED THE COMPANY WITH
ITS TIN WITHIN SUCH SIXTY (60) DAY PERIOD, THE COMPANY WILL REMIT SUCH