REQUEST IN RESISTING IT.
10.4
EXPENSES.
EXCEPT AS OTHERWISE SPECIFIED IN THIS
AGREEMENT, EACH PARTY HERETO SHALL BEAR AND PAY ALL COSTS AND EXPENSES INCURRED
BY IT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING FEES
AND EXPENSES OF ITS OWN ACCOUNTANTS AND COUNSEL; PROVIDED, HOWEVER, THAT NOTHING
CONTAINED IN THIS SECTION 10.4 SHALL LIMIT A PARTY'S RIGHTS TO RECOVER DAMAGES
FOR WILLFUL BREACH OF THIS AGREEMENT AS SPECIFIED IN SECTION 9.2 HEREOF.
10.5
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE
ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES WITH RESPECT TO ITS SUBJECT
MATTER.
THIS AGREEMENT SUPERSEDES ALL PRIOR ARRANGEMENTS AND UNDERSTANDINGS
BETWEEN THE PARTIES, BOTH WRITTEN AND ORAL, WITH RESPECT TO ITS SUBJECT MATTER.
10.6
PARTIES IN INTEREST.
THE AGREEMENT SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS, HEIRS, PERSONAL REPRESENTATIVES, AND
PERMITTED ASSIGNS, AS APPROPRIATE; PROVIDED, HOWEVER, THAT NOTHING IN THIS
AGREEMENT, EXPRESSED OR IMPLIED, IS INTENDED TO CONFER UPON ANY OTHER PERSON ANY
RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES OF ANY NATURE WHATSOEVER UNDER OR
BY REASON OF THIS AGREEMENT.
10.7
ASSIGNMENT.
NO PARTY HERETO MAY ASSIGN ANY OF
ITS RIGHTS OR OBLIGATIONS HEREUNDER TO ANY OTHER PERSON, WITHOUT PRIOR WRITTEN
CONSENT OF THE OTHER PARTIES, PROVIDED, HOWEVER, BUYER MAY ASSIGN ITS RIGHTS AND
OBLIGATIONS HEREUNDER TO ANY ONE OR MORE OF ITS AFFILIATES (WHETHER EXISTING ON
THE DATE HEREOF OR HEREAFTER CREATED) DESIGNATED TO CARRY OUT ALL OR PART OF THE
TRANSACTION CONTEMPLATED HEREBY AND WITH REASONABLY SUFFICIENT ABILITY TO
FULFILL THE OBLIGATIONS OF BUYER HEREUNDER AND THE GUARANTY OF BUYER WITH
RESPECT TO THE SAME.
IN ADDITION, UPON THE DISSOLUTION OF SELLER, SELLER MAY
ASSIGN ITS RIGHTS AND OBLIGATIONS HEREUNDER TO THE SHAREHOLDER.
10.8
NOTICES.
ALL NOTICES OR OTHER COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO BE DELIVERED UPON RECEIPT
IF DELIVERED PERSONALLY OR BY OVERNIGHT COURIER, OR TELECOPY OR UPON MAILING IF
MAILED BY PREPAID REGISTERED OR CERTIFIED MAIL (RETURN RECEIPT REQUESTED),
ADDRESSED AS FOLLOWS:
(a)
If to the Shareholder or Seller:
Major Mortgage
6101 Yellowstone Road
Suite LL 17
Cheyenne, WY 82009
Attention:
Robert McBride, President
Facsimile: 307-634-6009
23
Copy to:
WERCS
400 E. 1st Street
Casper, Wyoming 82601
Attention: Robert Moberly
Facsimile: 307-473-5585
(b)
If to Buyer:
Market Street Mortgage Corporation
2650 McCormick Drive, Suite 200
Clearwater, Florida 33759
Attention:
Randall C. Johnson, CEO
Facsimile:
(727) 791-4136
Copy to:
R. Donald Mastry, Esquire
Holland & Knight LLP
200 Central Avenue, Suite 1600
St. Petersburg, Florida 33701
Facsimile:
727-822-8048
10.9
CAPTIONS.
THE TABLE OF CONTENTS AND CAPTIONS
CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND ARE NOT PART OF
THIS AGREEMENT.
10.10
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, AND EACH SUCH COUNTERPART SHALL BE DEEMED TO BE AN
ORIGINAL INSTRUMENT, BUT ALL SUCH COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE
AGREEMENT.
10.11
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE