party. Nothing herein shall affect the right of any party to serve legal process
in any other manner permitted by law or at equity or to enforce in any lawful
manner a judgment obtained in one jurisdiction in any other jurisdiction. WITH
RESPECT TO A PROCEEDING IN ANY SUCH COURT, EACH OF THE PARTIES IRREVOCABLY
WAIVES AND RELEASES TO THE OTHER PARTIES HERETO ITS RIGHT TO A TRIAL BY JURY,
AND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN ANY SUCH PROCEEDING.
(g) Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be deemed an original.
(h) Severability. In case any one or more of the provisions or part of a
provision contained in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall be deemed not to affect any other provision or part of a
provision of this Agreement, but the Agreement shall be reformed and construed
as if such provision or part of a provision held to be invalid, illegal
unenforceable had never been contained herein and such provision or part
reformed so that it would be valid, legal and enforceable to the maximum extent
(i) Further Assurances. The parties hereto will execute and deliver such
further instruments and do such further acts and things as may be required to
carry out the intent and purpose of this Agreement.
(j) Remedies. Except as otherwise specifically provided for in this
Agreement, (i) the rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law and (ii) the parties
hereto acknowledge and agree that in the event of any breach of this Agreement,
the parties would be irreparably harmed and could not be made whole by monetary
damages. Each party hereto accordingly agrees (i) not to assert by way of
defense or otherwise that a remedy at law would be adequate and (ii) that, in
addition to any other remedy to which it may be entitled, that the remedy of
specific performance of this Agreement is appropriate in any action in court.
(k) Termination. This Agreement shall terminate with respect to any
Management Investor (and such Management Investor shall cease to have any rights
or obligations hereunder, and shall be disregarded for purposes of obtaining any
consents or approvals required hereunder) on the date on which such Management
Investor ceases to be employed by the Company or any of its Affiliates.