THIS AGREEMENT.
IN THE EVENT AN AMBIGUITY OR
QUESTION OF INTENT OR INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED
AS IF DRAFTED JOINTLY BY THE PARTIES AND NO PRESUMPTION OR BURDEN OF PROOF SHALL
ARISE FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY OF
THE PROVISIONS OF THIS AGREEMENT.
ANY REFERENCE TO ANY FEDERAL, STATE, LOCAL,
OR FOREIGN STATUTE OR LAW SHALL BE DEEMED ALSO TO REFER TO ALL RULES AND
REGULATIONS PROMULGATED THEREUNDER, UNLESS THE CONTEXT REQUIRES OTHERWISE.
THE
WORD "INCLUDING" SHALL MEAN INCLUDING WITHOUT LIMITATION.
THE PARTIES INTEND
THAT EACH REPRESENTATION, WARRANTY, AND COVENANT CONTAINED HEREIN SHALL HAVE
INDEPENDENT SIGNIFICANCE.
IF ANY PARTY HAS BREACHED ANY REPRESENTATION,
WARRANTY, OR COVENANT CONTAINED HEREIN IN ANY RESPECT, THE FACT THAT THERE
EXISTS ANOTHER REPRESENTATION, WARRANTY, OR COVENANT RELATING TO THE SAME
SUBJECT MATTER (REGARDLESS OF THE RELATIVE LEVELS OF SPECIFICITY) THAT THE PARTY
HAS NOT BREACHED SHALL NOT DETRACT FROM OR MITIGATE THE FACT THAT THE PARTY IS
IN BREACH OF THE FIRST REPRESENTATION, WARRANTY, OR COVENANT.
11.15
INCORPORATION OF EXHIBITS, ANNEXES, AND SCHEDULES.
THE EXHIBITS,
ANNEXES, AND SCHEDULES IDENTIFIED IN THIS AGREEMENT ARE INCORPORATED HEREIN BY
REFERENCE AND MADE A PART HEREOF.
11.16
SPECIFIC PERFORMANCE.
EACH PARTY ACKNOWLEDGES AND AGREES THAT THE
OTHER PARTIES WOULD BE DAMAGED IRREPARABLY IN THE EVENT ANY PROVISION OF THIS
AGREEMENT IS NOT PERFORMED IN ACCORDANCE WITH ITS SPECIFIC TERMS OR OTHERWISE IS
BREACHED, SO THAT A PARTY SHALL BE ENTITLED TO INJUNCTIVE RELIEF TO PREVENT
BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THIS AGREEMENT AND THE
TERMS AND PROVISIONS HEREOF IN ADDITION TO ANY OTHER REMEDY TO WHICH SUCH PARTY
MAY BE ENTITLED, AT LAW OR IN EQUITY.
IN PARTICULAR, THE PARTIES ACKNOWLEDGE
THAT THE BUSINESS OF TARGET IS UNIQUE AND RECOGNIZE AND AFFIRM THAT IN THE EVENT
SELLERS BREACH THIS AGREEMENT, MONEY DAMAGES WOULD BE INADEQUATE AND BUYER WOULD
HAVE NO ADEQUATE REMEDY AT LAW, SO THAT BUYER SHALL HAVE THE RIGHT, IN ADDITION
TO ANY OTHER RIGHTS AND REMEDIES EXISTING IN ITS FAVOR, TO ENFORCE ITS RIGHTS
AND THE OTHER PARTIES' OBLIGATIONS HEREUNDER NOT ONLY BY ACTION FOR DAMAGES BUT
ALSO BY ACTION FOR SPECIFIC PERFORMANCE, INJUNCTIVE, AND/OR OTHER EQUITABLE
RELIEF.
11.17
SUBMISSION TO JURISDICTION.
EACH OF THE PARTIES SUBMITS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN OR FOR BOULDER, COLORADO,
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND
AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT.
EACH PARTY ALSO AGREES NOT TO BRING ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT. EACH
OF THE PARTIES WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF
ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY, OR OTHER
SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO.
ANY
PARTY MAY MAKE SERVICE ON ANY OTHER PARTY BY SENDING OR DELIVERING A COPY