CDW 2012 Annual Report Download - page 206

(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
. The provisions of this Agreement may be amended and waived only with
the prior written consent of the Company, Investor and the Institutional Investors.
(m)
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.
(n)
Third1Party Beneficiary
. The Company and Investor acknowledge that each of the Institutional
Investors is an express third party beneficiary under this Agreement and that the Institutional Investors can enforce the
provisions of this Agreement intended for their benefit.
(o)
Consent to Jurisdiction
. Each party to this Agreement, by its execution hereof, (a) hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois for the
purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation
arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not
prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Permitted Transferees to assert,
by way of motion, as a defense or otherwise, in any such action, any claim that they are not subject personally to the
jurisdiction of the above
1
named courts, that their property is exempt or immune from attachment or execution, that any
such proceeding brought in one of the above named courts is improper, or that this Agreement or the subject matter
hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action,
claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based
upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above1
named courts
nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action,
claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than
one of the above1
named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the
foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the
above1named courts in any court of competent jurisdiction.