(c) Each Party waives trial by jury in any Action arising out of or in any way relating to the Transaction Documents or the administration thereof or any of the transactions contemplated thereby. No Party shall seek a jury trial in any such Action and no Party shall seek to consolidate any such Action in which a jury trial has been waived with any other Action in which a jury trial cannot be or has not been waived.
11.3 Entire Agreement; Third Party Beneficiaries. This Agreement and the other Transaction Documents: (i) constitute the entire agreement among the Parties with respect to the subject matter of this Agreement and such other Transaction Documents and supersede any prior discussion, correspondence, negotiation, proposed term sheet, agreement, understanding or arrangement and, except for the obligations in the Confidentiality Agreement, there are no agreements, understandings, representations or warranties among the Parties other than those set forth in this Agreement or in the other Transaction Documents, and (ii) except for Section 10.2 (Indemnification by Contributor), Section 10.3 (Indemnification by the Purdue Parties) and Section 11.10 (No Recourse) which are intended to benefit, and to be enforceable by, the Persons specified therein, neither this Agreement nor any Transaction Document are intended to confer in or on behalf of any Person not a Party to this Agreement or any other Transaction Document any rights, benefits, causes of action or remedies with respect to the subject matter or any provision hereof.
11.4 Expenses. Except as set forth in this Agreement, whether the transactions contemplated by this Agreement are consummated or not, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such costs and expenses. If the Closing does not occur, the Parties will reimburse each other for the budgeted costs and expenses incurred for market analysis and development of NewU’s brand as necessary to ensure that such costs and expenses are born 50% by Contributor and 50% by the Purdue Parties.
11.5 Notices. All notices, requests, demands and other communications permitted or required to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed conclusively to have been given: (i) when personally delivered, (ii) when sent by facsimile (with hard copy to follow in accordance with subclauses (i), (iv) or (v)) during a Business Day (or on the next Business Day if sent after the close of normal business hours or on any non-Business Day), (iii) when sent by electronic mail (with hard copy to follow in accordance with subclauses (i), (iv) or (v)) during a Business Day (or on the next Business Day if sent after the close of normal business hours or on any non-Business Day), (iv) one Business Day after being sent by reputable overnight express courier (charges prepaid), or (v) three Business Days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, requests, demands and communications to the Parties shall be sent to the following addresses:
(a) If to Purdue:
The Trustees of Purdue University
610 Purdue Mall, Room 247
West Lafayette, IN 47907
Attn: Steven R. Schultz
Fax: (765) 496-7465
with a copy to: