CDW 2012 Annual Report Download - page 205

and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, legal
representatives and assigns. If Investor is more than one person, the obligations of Investor hereunder shall be joint and
several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be
made by and be binding upon each such person and his, her or its heirs, executors, administrators, successors, legal
representatives, and assigns.
(c)
Survival of Covenants, Representations and Warranties
. All covenants, representations and
warranties contained herein or made in writing by any party in connection herewith shall survive the execution and
delivery of this Agreement, the LLC Agreement and the Unitholders Agreement and the consummation of the
transactions contemplated hereby and thereby.
(d)
Severability
. Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been
contained herein.
(e)
Complete Agreement
. This Agreement, the LLC Agreement, the Unitholders Agreement and those
documents expressly referred to herein embody the complete agreement and understanding among the parties with
respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations
by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
(f)
Counterparts
. This Agreement may be executed simultaneously in two or more counterparts, any
one of which need not contain the signatures of more than one party, but all such counterparts taken together shall
constitute one and the same Agreement.
(g)
Descriptive Headings; Interpretation
. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement. The use of the word "including" in this Agreement
shall be by way of example rather than by limitation.
(h)
No Strict Construction
. The parties hereto have participated jointly in the negotiation and drafting
of 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 hereto, 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.
(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