CDW 2012 Annual Report Download - page 168

(g) Descriptive Headings; Interpretation
. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.
(h)
No Strict Construction
. The language used in this Agreement shall be deemed to be the language
chosen by the parties hereto to express their collective mutual intent, and no rule of strict construction shall be applied
against any person. The term "including" as used herein shall be by way of example, and shall not be deemed to
constitute a limitation of any term or provision contained herein. Each defined term used in this Agreement has a
comparable meaning when used in its plural or singular form.
(i)
Governing Law
. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement and the exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State
of Delaware.
(J)
WAIVER OF JURY TRIAL
. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR
EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE
OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT
TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM
THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.
(k)
Remedies
. Each of the parties to this Agreement shall be entitled to enforce its rights under this
Agreement specifically, to recover damages and costs (including reasonable attorney's fees) caused by any breach of any
provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and
acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement
and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without
posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.
(l)
Amendment and Waiver
. Except as otherwise provided herein, any provision of this Agreement
may be amended or waived only with the prior written consent of Executive and the Company; provided that no
provision of Sections 3 , 4 , 5 , 6 , 7 , 8 or of this Section 11(l)
(or the definitions used in any of the foregoing sections)
may be amended or waived without the prior written consent of the Institutional Investors.
(m)
Community Property
. If Executive is lawfully married as of the date hereof and Executive's
address or the permanent residence of Executive's spouse is located in a community property jurisdiction, Executive's
spouse shall execute and deliver to the Company on the date hereof the Consent in the form of Exhibit B
attached hereto.
(n) Business Days
. If any time period for giving notice or taking action hereunder expires on a day
which is a Saturday, Sunday or legal holiday in the state in which the Company's chief executive office is located, the
time period shall be automatically extended to the business day immediately following such Saturday, Sunday or
holiday.
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