THE PARTY IN WHOSE FAVOR SUCH FAILED CONDITION OR
CONTINGENCY EXISTS SHALL HAVE THE SOLE AND EXCLUSIVE RIGHT, BY WRITTEN NOTICE TO
THE OTHER, TO WAIVE ANY SUCH CONDITION OR CONTINGENCY, AND IF WAIVED, SAID
CONDITION OR CONTINGENCY SHALL BE DEEMED SATISFIED.
10.3.
NOTICES.
ANY NOTICES REQUIRED OR CAPABLE OF BEING
RENDERED UNDER THE PROVISIONS OF THIS AGREEMENT SHALL BE IN WRITING AND (A) HAND
DELIVERED IN PERSON, (B) SENT BY UNITED STATES POSTAL SERVICE CERTIFIED MAIL,
POSTAGE PREPAID, (C) SENT BY A RECOGNIZED NATIONAL OVERNIGHT DELIVERY SERVICE,
OR LOCAL SAME DAY DELIVERY OR COURIER SERVICE, ADDRESSED AS SHOWN ON PAGES 1 AND
2 OF THIS AGREEMENT, OR (D) SENT BY FACSIMILE MACHINE.
ANY NOTICE SENT BY
UNITED STATES POSTAL SERVICE CERTIFIED MAIL SHALL BE DEEMED TO BE EFFECTIVE THE
EARLIER OF THE ACTUAL DELIVERY, IF
34
HAND DELIVERED IN PERSON, OR THREE (3) BUSINESS DAYS AFTER DEPOSIT IN A POST
OFFICE OPERATED BY THE UNITED STATES POSTAL SERVICE.
ANY NOTICE SENT BY A
RECOGNIZED NATIONAL OVERNIGHT DELIVERY SERVICE SHALL BE DEEMED EFFECTIVE ONE
(1) BUSINESS DAY AFTER DEPOSIT WITH SUCH SERVICE.
ANY NOTICE PERSONALLY
DELIVERED OR DELIVERED THROUGH A SAME-DAY DELIVERY/COURIER SERVICE SHALL BE
DEEMED EFFECTIVE UPON ITS RECEIPT OR REFUSAL TO ACCEPT RECEIPT BY THE
ADDRESSEE.
ANY NOTICE SENT BY FACSIMILE MACHINE SHALL BE DEEMED EFFECTIVE ONE
BUSINESS DAY AFTER CONFIRMATION OF THE SUCCESSFUL TRANSMISSION BY THE SENDER'S
FACSIMILE MACHINE.
NOTICES SHALL BE ADDRESSED TO THE PARTIES IN ACCORDANCE WITH
THE INFORMATION PROVIDED ON PAGES 1 AND 2 OF THIS AGREEMENT OR TO SUCH OTHER
ADDRESSES AS MAY BE DESIGNATED IN WRITING FROM TIME TO TIME PURSUANT HERETO.
10.4.
TIME IS OF THE ESSENCE.
TIME IS OF THE ESSENCE
WITH RESPECT TO ALL MATTERS IN THIS AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED FOR
IN THIS AGREEMENT, THE TIME FOR PERFORMANCE OF ANY OBLIGATION OR TAKING ANY
ACTION UNDER THIS AGREEMENT WILL BE DEEMED TO EXPIRE AT 12:00 O'CLOCK MIDNIGHT
(CENTRAL TIME) ON THE LAST DAY OF THE APPLICABLE TIME PERIOD PROVIDED FOR IN
THIS AGREEMENT.
10.5.
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING
UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS.
NO PARTY MAY
ASSIGN EITHER THIS AGREEMENT OR ANY OF ITS RIGHTS, INTERESTS OR OBLIGATIONS
HEREUNDER WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTIES.
10.6.
NO THIRD PARTY BENEFICIARIES.
NOTHING IN THIS
AGREEMENT OR THE ATTACHMENTS HERETO, EXPRESS OR IMPLIED, IS INTENDED TO CONFER
ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS AGREEMENT ON ANY PERSONS OTHER
THAN THE PARTIES TO IT, NOR IS ANYTHING IN THIS AGREEMENT INTENDED TO RELIEVE OR
DISCHARGE THE OBLIGATIONS OR LIABILITIES OF ANY THIRD PERSON TO ANY PARTY TO
THIS AGREEMENT.
10.7.
TEXAS LAW AND JURISDICTION.
THIS AGREEMENT SHALL
BE CONSTRUED PURSUANT TO THE LAWS OF THE STATE OF TEXAS.
THE PARTIES HEREBY
CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF THE COURTS IN AND FOR THE
STATE OF TEXAS IN THE EVENT OF LITIGATION PERTAINING