ALL
ACTIONS, AND TO DO, OR CAUSE TO BE DONE, ALL THINGS, REASONABLY NECESSARY,
PROPER OR ADVISABLE UNDER APPLICABLE LAWS, REGULATIONS AND AGREEMENTS OR
OTHERWISE TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, USING ITS REASONABLE BEST EFFORTS TO
OBTAIN ANY CONSENTS AND APPROVALS AND TO MAKE ANY FILINGS AND APPLICATIONS
NECESSARY OR DESIRABLE IN ORDER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT; PROVIDED THAT NO PARTY SHALL BE OBLIGATED TO PAY ANY
CONSIDERATION THEREFOR (EXCEPT FOR FILING FEES AND OTHER SIMILAR CHARGES) TO ANY
THIRD-PARTY FROM WHOM SUCH CONSENTS, APPROVALS AND AMENDMENTS ARE REQUESTED OR
TO TAKE ANY ACTION OR OMIT TO TAKE ANY ACTION IF THE TAKING OF OR THE OMISSION
TO TAKE SUCH ACTION WOULD BE UNREASONABLY BURDENSOME TO THE PARTY.
10.11
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT ARE SEVERABLE AND
SHOULD ANY PROVISION OF THIS AGREEMENT BE VOID, VOIDABLE OR UNENFORCEABLE UNDER
ANY APPLICABLE LAW, SUCH PROVISION SHALL NOT AFFECT OR INVALIDATE ANY OTHER
PROVISION OF THIS AGREEMENT, WHICH SHALL CONTINUE TO GOVERN THE RELATIVE RIGHTS
AND DUTIES OF THE PARTIES AS THOUGH SUCH VOID, VOIDABLE OR UNENFORCEABLE
PROVISION WERE NOT PART OF THIS AGREEMENT.
18
10.12
GOVERNING LAW.
SUBJECT TO FEDERAL LAW, THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF SUCH STATE.
10.13
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS EACH OF WHICH SHALL BE DEEMED AN ORIGINAL INSTRUMENT, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
10.14
DISPUTES.
(A)
RESOLUTION OF ANY AND ALL DISPUTES ARISING FROM OR IN CONNECTION
WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STATUTE OR OTHERWISE,
INCLUDING, BUT NOT LIMITED TO, DISPUTES IN CONNECTION WITH CLAIMS BY THIRD
PARTIES (COLLECTIVELY, "DISPUTES"), SHALL BE SUBJECT TO THE PROVISIONS OF THIS
SECTION 10.14; PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS AGREEMENT SHALL
PRECLUDE EITHER PARTY FROM SEEKING OR OBTAINING (I) INJUNCTIVE RELIEF OR (II)
EQUITABLE OR OTHER JUDICIAL RELIEF TO ENFORCE THE PROVISIONS OF THIS AGREEMENT
OR TO PRESERVE THE STATUS QUO PENDING RESOLUTION OF DISPUTES HEREUNDER.
(B)
EITHER PARTY MAY GIVE THE OTHER PARTY WRITTEN NOTICE OF ANY
DISPUTE NOT RESOLVED IN THE NORMAL COURSE OF BUSINESS.
THE PARTIES SHALL
ATTEMPT IN GOOD FAITH TO RESOLVE ANY DISPUTE PROMPTLY BY NEGOTIATION BETWEEN
EXECUTIVES OF THE PARTIES WHO HAVE AUTHORITY TO SETTLE THE CONTROVERSY AND WHO
ARE AT A HIGHER LEVEL OF MANAGEMENT THAN THE PERSONS WITH DIRECT RESPONSIBILITY
FOR ADMINISTRATION OF THIS AGREEMENT.
WITHIN 30 DAYS AFTER DELIVERY OF THE
NOTICE, THE FOREGOING EXECUTIVES OF BOTH PARTIES SHALL MEET AT A MUTUALLY
ACCEPTABLE TIME AND PLACE, AND THEREAFTER AS OFTEN AS THEY REASONABLY DEEM
NECESSARY FOR A PERIOD NOT TO EXCEED 15 BUSINESS DAYS, TO ATTEMPT TO RESOLVE THE
DISPUTE.
ALL REASONABLE REQUESTS FOR INFORMATION MADE BY ONE PARTY TO THE OTHER
WILL BE HONORED.
IF THE PARTIES DO NOT RESOLVE THE DISPUTE WITHIN