THIS AGREEMENT SHALL BE
CONSTRUED, PERFORMED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS
TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION.
8.10.
JURISDICTION; SERVICE OF PROCESS.
ANY ACTION OR
PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY RIGHT ARISING
OUT OF, THIS AGREEMENT MAY BE BROUGHT AGAINST ANY OF THE PARTIES IN THE COURTS
OF THE STATE OF ILLINOIS, COUNTY OF COOK, OR, IF IT HAS OR CAN ACQUIRE
JURISDICTION, IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS, AND EACH OF THE PARTIES CONSENTS TO THE JURISDICTION OF SUCH COURTS
(AND OF THE APPROPRIATE APPELLATE COURTS) IN ANY SUCH ACTION OR PROCEEDING AND
WAIVES ANY OBJECTION TO VENUE LAID THEREIN. PROCESS IN ANY ACTION OR PROCEEDING
REFERRED TO IN THE PRECEDING SENTENCE MAY BE SERVED ON ANY PARTY ANYWHERE IN THE
WORLD.
8.11.
INTERPRETATION.
THE LANGUAGE USED IN THIS
AGREEMENT SHALL BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS
THEIR MUTUAL INTENT AND NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED AGAINST
ANY PARTY.
UNLESS OTHERWISE EXPRESSLY SPECIFIED IN THIS AGREEMENT: (A) THE
WORDS "HEREOF", "HEREBY", AND "HEREUNDER," AND CORRELATIVE WORDS, REFER TO THIS
AGREEMENT AS A WHOLE AND NOT ANY PARTICULAR PROVISION; (B) THE WORDS "INCLUDE",
"INCLUDES", AND "INCLUDING", AND CORRELATIVE WORDS, ARE DEEMED TO BE FOLLOWED BY
THE PHRASE "WITHOUT LIMITATION"; (C) THE WORD "OR" IS NOT EXCLUSIVE AND IS
DEEMED TO HAVE THE MEANING "AND/OR"; (D) REFERENCES IN THIS AGREEMENT TO A
"PARTY" MEANS THE COMPANY OR MGPI AND TO THE "PARTIES" MEANS THE COMPANY AND
MGPI; (E) WORDS USING THE SINGULAR OR PLURAL NUMBER SHALL ALSO INCLUDE THE
PLURAL OR SINGULAR NUMBER, RESPECTIVELY; (F) THE SECTION HEADINGS CONTAINED IN
THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT AFFECT IN ANY WAY
THE MEANING OR INTERPRETATION OF THIS AGREEMENT; (G) THE MASCULINE, FEMININE, OR
NEUTER FORM OF A WORD INCLUDES THE OTHER FORMS OF SUCH WORD AND THE SINGULAR
FORM OF A WORD INCLUDES THE PLURAL FORM OF SUCH WORD; (H) REFERENCES TO A PERSON
SHALL INCLUDE THE SUCCESSORS AND ASSIGNS THEREOF; (I) REFERENCES MADE IN THIS
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AGREEMENT TO AN ARTICLE, SECTION, SCHEDULE, OR EXHIBIT MEAN AN ARTICLE OR
SECTION OF, OR A SCHEDULE OR EXHIBIT TO, THIS AGREEMENT; (J) REFERENCES TO ANY
CONTRACT OR OTHER DOCUMENT ARE TO THAT CONTRACT OR DOCUMENT AS AMENDED,
MODIFIED, SUPPLEMENTED, OR RESTATED FROM TIME TO TIME IN ACCORDANCE WITH THE
TERMS THEREOF; (K) REFERENCES TO ANY PARTICULAR LAW MEANS SUCH LAW AS AMENDED,
MODIFIED, SUPPLEMENTED, OR SUCCEEDED, FROM TIME TO TIME AND IN EFFECT AT ANY
GIVEN TIME; AND (L) AND ANY CAPITALIZED TERM USED BUT NOT DEFINED IN A SCHEDULE
OR EXHIBIT TO THIS AGREEMENT SHALL HAVE THE MEANING SET FORTH IN THIS AGREEMENT.
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