SOLELY FOR THE BENEFIT OF EACH PARTY HERETO AND THEIR
RESPECTIVE SUCCESSORS OR PERMITTED ASSIGNS, AND IT IS NOT THE INTENTION OF THE
PARTIES TO CONFER THIRD-PARTY BENEFICIARY RIGHTS, AND THIS AGREEMENT DOES NOT
CONFER ANY SUCH RIGHTS, UPON ANY OTHER PERSON OTHER THAN ANY PERSON ENTITLED TO
INDEMNITY AS DESCRIBED IN ARTICLE 7.
9.8
NO ASSIGNMENT; BINDING EFFECT.
NEITHER THIS AGREEMENT NOR ANY
RIGHT, INTEREST OR OBLIGATION HEREUNDER MAY BE ASSIGNED (BY OPERATION OF LAW OR
OTHERWISE) BY ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES
AND ANY ATTEMPT TO DO SO WILL BE VOID.
SUBJECT TO THE PRECEDING SENTENCE, THIS
AGREEMENT IS BINDING UPON, INURES TO THE BENEFIT OF AND IS ENFORCEABLE BY THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
9.9
CAPTIONS.
THE HEADINGS AND TABLE OF CONTENTS USED IN THIS
AGREEMENT HAVE BEEN INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND DO NOT DEFINE
OR LIMIT THE PROVISIONS HEREOF.
33
9.10
INVALID PROVISIONS.
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO
BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER ANY PRESENT OR FUTURE LAW, AND IF THE
RIGHTS OR OBLIGATIONS OF ANY PARTY HERETO UNDER THIS AGREEMENT WILL NOT BE
MATERIALLY AND ADVERSELY AFFECTED THEREBY, (A) SUCH PROVISION WILL BE FULLY
SEVERABLE, (B) THIS AGREEMENT WILL BE CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL,
INVALID OR UNENFORCEABLE PROVISION HAD NEVER COMPRISED A PART HEREOF, (C) THE
REMAINING PROVISIONS OF THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT AND
WILL NOT BE AFFECTED BY THE ILLEGAL, INVALID OR UNENFORCEABLE PROVISION OR BY
ITS SEVERANCE HEREFROM AND (D) IN LIEU OF SUCH ILLEGAL, INVALID OR UNENFORCEABLE
PROVISION, THERE WILL BE ADDED AUTOMATICALLY AS A PART OF THIS AGREEMENT A
LEGAL, VALID AND ENFORCEABLE PROVISION AS SIMILAR IN TERMS TO SUCH ILLEGAL,
INVALID OR UNENFORCEABLE PROVISION AS MAY BE POSSIBLE.
9.11
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT
TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION.
9.12
CONSTRUCTION.
THE PARTIES HERETO AGREE THAT THIS AGREEMENT IS THE
PRODUCT OF NEGOTIATION BETWEEN SOPHISTICATED PARTIES AND INDIVIDUALS, ALL OF
WHOM WERE REPRESENTED BY COUNSEL, AND EACH OF WHOM HAD AN OPPORTUNITY TO
PARTICIPATE IN AND DID PARTICIPATE IN, THE DRAFTING OF EACH PROVISION HEREOF.
ACCORDINGLY, AMBIGUITIES IN THIS AGREEMENT, IF ANY, WILL NOT BE CONSTRUED
STRICTLY OR IN FAVOR OF OR AGAINST ANY PARTY HERETO BUT RATHER WILL BE GIVEN A
FAIR AND REASONABLE CONSTRUCTION WITHOUT REGARD TO THE RULE OF CONTRA
PROFERENTUM.
9.13
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
9.14
SPECIFIC PERFORMANCE.
THE PARTIES HERETO AGREE THAT IRREPARABLE
DAMAGE WOULD OCCUR IN THE EVENT THAT SECTION 5.13 OF THIS AGREEMENT IS NOT
PERFORMED IN ACCORDANCE WITH ITS SPECIFIC TERMS OR WERE OTHERWISE BREACHED.
IT
IS AGREED THAT THE PARTIES WILL BE ENTITLED