WRITTEN.
(G)
FURTHER ASSURANCES.
AFTER THE DATE HEREOF, EACH PARTY HERETO
SHALL, AT THE REQUEST OF ANY OTHER PARTY HERETO, FURNISH, EXECUTE, AND DELIVER
SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AND FURTHER ASSURANCES AS MAY BE
REASONABLY NECESSARY TO CARRY OUT THE PURPOSES AND INTENT OF THIS AGREEMENT.
(H)
NO SALES TAXES.
NO SALES, TRANSFER OR SIMILAR TAX WILL BE
COLLECTED AT THE CLOSING FROM BUYER IN CONNECTION WITH THIS TRANSACTION.
IF,
HOWEVER, THIS TRANSACTION IS LATER DEEMED TO BE SUBJECT TO SALES, TRANSFER OR
SIMILAR TAX, FOR ANY REASON, BUYER AGREES TO BE SOLELY RESPONSIBLE, AND SHALL
INDEMNIFY AND HOLD SELLERS (AND THEIR AFFILIATES AND ANY DIRECTORS, OFFICERS,
EMPLOYEES, ATTORNEYS, CONTRACTORS, AGENTS, AND ATTORNEYS) HARMLESS, FOR ANY AND
ALL SALES, TRANSFER OR OTHER SIMILAR TAXES (INCLUDING RELATED PENALTY, INTEREST
OR LEGAL COSTS) DUE BY VIRTUE OF THIS TRANSACTION ON THE STOCK TRANSFERRED
PURSUANT HERETO AND THE BUYER SHALL REMIT SUCH TAXES AT THAT TIME.
SELLERS AND
BUYER AGREE TO COOPERATE WITH EACH OTHER IN DEMONSTRATING THAT THE REQUIREMENTS
FOR EXEMPTIONS FROM SUCH TAXES HAVE BEEN MET.
(I)
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE EXHIBITS HERETO
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF, AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN
SUCH PARTIES WITH RESPECT TO SUCH SUBJECT MATTER.
(J)
GOVERNING LAW; VENUE.
THIS AGREEMENT MUST BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT ARE GOVERNED BY, THE
LAWS OF THE STATE OF OKLAHOMA, WITHOUT GIVING EFFECT TO PROVISIONS THEREOF
REGARDING CONFLICTS OF LAW.
(K)
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTION 5 AND SECTION 6 SHALL SURVIVE FOR A PERIOD OF 18
MONTHS AFTER CLOSING.
THE COVENANTS SET FORTH IN SECTIONS 7(C),
8 AND THIS
SECTION 9 WILL SURVIVE TERMINATION OF THIS AGREEMENT UNTIL THE END OF THE
APPLICABLE STATUTE OF LIMITATIONS PERIOD.
(L)
MULTIPLE COUNTERPART.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL AND ALL OF WHICH SHALL
CONSTITUTE ONE DOCUMENT; AND FURTHERMORE, A FACSIMILE SIGNATURE SHALL BE DEEMED
AN ORIGINAL.
(M)
TERMINATION.
(I)
THIS AGREEMENT MAY, BY WRITTEN NOTICE GIVEN AT OR PRIOR TO THE
CLOSING IN THE MANNER PROVIDED IN SECTION 9(C) HEREOF, BE TERMINATED OR
ABANDONED:
(a)
at any time at or prior to the Closing by mutual consent of Seller
and Buyer;
(b)
at any time at or after September 4, 2008, by Seller or Buyer if
the Closing shall not have occurred by such date;
19
(c)
at any time by Buyer if a material default or breach shall be made
by Seller with respect to the due and timely performance of the covenants and
agreements, or with respect to the correctness of or due compliance with any of
its representations and warranties, contained herein and such default or breach
cannot be cured and has not been waived; or
(d)
at any time by Sellers if a material default or breach