THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE
AND WITHOUT REGARD TO CONFLICTS OF LAWS
47
RULES, PROVIDED THAT, WHILE THE BANKRUPTCY CASE IS PENDING, AS TO ANY CLAIM OR
DISPUTE INVOLVING SELLER OR ITS AFFILIATES, OR ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY RELATED AGREEMENT (A "DISPUTE"), THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE BANKRUPTCY CODE
AND, TO THE EXTENT NOT INCONSISTENT WITH THE BANKRUPTCY CODE, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND
WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
13.08
JURISDICTION OF BANKRUPTCY COURT.
THE PARTIES ACKNOWLEDGE AND AGREE
THAT THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE JURISDICTION OVER THIS AGREEMENT
AND THAT, WHILE THE BANKRUPTCY CASE IS PENDING, ANY DISPUTE SHALL BE PROPERLY
BROUGHT ONLY BEFORE THE BANKRUPTCY COURT. NOTWITHSTANDING THE PROVISIONS OF THIS
SECTION 13.08, IF AND TO THE EXTENT (I) THE BANKRUPTCY COURT REFUSES TO ACCEPT
JURISDICTION OVER ANY DISPUTE, OR (II) THE BANKRUPTCY CASE IS DISMISSED OR
CLOSED AND DOES NOT RETAIN JURISDICTION OVER A DISPUTE, THE PARTIES CONSENT TO
BINDING ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 13.09.
13.09
EFFECT OF CLOSING OVER KNOWN UNSATISFIED CONDITIONS OR BREACHED
REPRESENTATIONS, WARRANTIES OR COVENANTS.
IF SELLER OR PURCHASER ELECTS TO
PROCEED WITH THE CLOSING KNOWING OF ANY FAILURE TO BE SATISFIED OF ANY CONDITION
IN ITS FAVOR OR KNOWING OF THE BREACH OF ANY REPRESENTATION, WARRANTY OR
COVENANT BY THE OTHER PARTY, THE CONDITION THAT IS KNOWN TO BE UNSATISFIED OR
THE REPRESENTATION, WARRANTY OR COVENANT WHICH IS KNOWN TO BE BREACHED AT THE
CLOSING DATE WILL BE DEEMED WAIVED BY SUCH PARTY, AND SUCH PARTY WILL BE DEEMED
TO FULLY RELEASE AND FOREVER DISCHARGE THE OTHER PARTY ON ACCOUNT OF ANY AND ALL
CLAIMS, DEMANDS OR CHARGES, KNOWN OR UNKNOWN, WITH RESPECT TO THE SAME.
13.10
DISPUTE RESOLUTION.
(A)
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, IN THE EVENT OF
ANY DISPUTE, THE PARTY WISHING TO DECLARE A DISPUTE SHALL DELIVER TO THE OTHER
PARTY A WRITTEN NOTICE IDENTIFYING THE DISPUTED ISSUE.
(B)
EITHER PARTY MAY GIVE THE OTHER PARTY WRITTEN NOTICE OF ANY
DISPUTE NOT RESOLVED IN THE NORMAL COURSE OF BUSINESS.
EXECUTIVES OF BOTH
PARTIES SHALL MEET AT A MUTUALLY ACCEPTABLE TIME AND PLACE WITHIN TEN (10)
BUSINESS DAYS AFTER DELIVERY OF SUCH NOTICE AND THEREAFTER AS OFTEN AS THEY
REASONABLY DEEM NECESSARY, TO EXCHANGE RELEVANT INFORMATION AND TO ATTEMPT TO
RESOLVE THE DISPUTE.
IN SUCH MEETINGS AND EXCHANGES, A PARTY SHALL HAVE THE
RIGHT TO DESIGNATE AS CONFIDENTIAL ANY INFORMATION THAT SUCH PARTY OFFERS.
NO
CONFIDENTIAL INFORMATION EXCHANGED IN SUCH MEETINGS FOR THE PURPOSE OF RESOLVING
A DISPUTE MAY BE USED BY A PARTY IN LITIGATION AGAINST THE OTHER PARTY; PROVIDED
THAT, IF THE SAME INFORMATION IS OBTAINED BY THE PARTY SEEKING TO USE IT THROUGH
OTHER LAWFUL MEANS, SUCH AS DISCOVERY UNDER SECTION 13.10(C)(IV) BELOW, THIS
PROVISION SHALL NOT