FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY OF
THE PROVISIONS OF THIS AGREEMENT.
ANY REFERENCE TO ANY FEDERAL, STATE, LOCAL,
OR FOREIGN STATUTE OR LAW SHALL BE DEEMED ALSO TO REFER TO ALL RULES AND
REGULATIONS PROMULGATED THEREUNDER, UNLESS
55
THE CONTEXT REQUIRES OTHERWISE.
THE WORD "INCLUDING" SHALL MEAN INCLUDING
WITHOUT LIMITATION.
THE PARTIES INTEND THAT EACH REPRESENTATION, WARRANTY, AND
COVENANT CONTAINED HEREIN SHALL HAVE INDEPENDENT SIGNIFICANCE.
THE WORD
"PENDING" SHALL MEAN, WITH RESPECT TO A PROCEEDING, THE RECEIPT OF A NOTICE OF A
PROCEEDING BY AN ACQUIRED ENTITY.
IF ANY PARTY HAS BREACHED ANY REPRESENTATION,
WARRANTY, OR COVENANT CONTAINED HEREIN IN ANY RESPECT, THE FACT THAT THERE
EXISTS ANOTHER REPRESENTA­TION, WARRANTY, OR COVENANT RELATING TO THE SAME
SUBJECT MATTER (REGARDLESS OF THE RELATIVE LEVELS OF SPECIFICITY) WHICH THE
PARTY HAS NOT BREACHED SHALL NOT DETRACT FROM OR MITIGATE THE FACT THAT THE
PARTY IS IN BREACH OF THE FIRST REPRESENTATION, WARRANTY, OR COVENANT.
MATTERS
DISCLOSED BY THE SELLERS IN ANY EXHIBIT OR SCHEDULE TO THIS AGREEMENT SHALL BE
DEEMED DISCLOSED AS TO ALL PORTIONS OF THIS AGREEMENT AND SHALL QUALIFY ALL SUCH
PORTIONS OF THE AGREEMENT, WITHOUT BEING RESTRICTED TO THE EXPRESS PROVISIONS
THAT THEY ARE IDENTIFIED AS EXCEPTING.
ANY WAIVER OR CONSENT MAY BE GIVEN
SUBJECT TO SATISFACTION OF CONDITIONS STATED THEREIN AND ANY WAIVER OR CONSENT
SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE
FOR WHICH GIVEN.
SECTION 10.13
INCORPORATION OF EXHIBITS AND SCHEDULES.
THE EXHIBITS AND
SCHEDULES (AS MAY BE ADDED, MODIFIED, SUPPLEMENTED OR AMENDED IN ACCORDANCE WITH
SECTION 5.6) IDENTIFIED IN THIS AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE
AND MADE A PART HEREOF.
SECTION 10.14
SPECIFIC PERFORMANCE.
EACH OF THE PARTIES ACKNOWLEDGES AND
AGREES THAT THE OTHER PARTIES WOULD BE DAMAGED IRREPARABLY IN THE EVENT ANY OF
THE PROVISIONS OF THIS AGREEMENT ARE NOT PERFORMED IN ACCORDANCE WITH THEIR
SPECIFIC TERMS OR OTHERWISE ARE BREACHED.
ACCORDINGLY, EACH OF THE PARTIES
AGREES THAT THE OTHER PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS
TO PREVENT BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND TO ENFORCE
SPECIFICALLY THIS AGREEMENT AND THE TERMS AND PROVISIONS HEREOF IN ANY ACTION
INSTITUTED IN ANY COURT OF THE UNITED STATES OR ANY STATE THEREOF HAVING
JURISDICTION OVER THE PARTIES AND THE MATTER (SUBJECT TO THE PROVISIONS SET
FORTH IN SECTION 10.15 BELOW), IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY
BE ENTITLED, AT LAW OR IN EQUITY.
SECTION 10.15
SUBMISSION TO JURISDICTION.
EACH OF THE PARTIES SUBMITS TO
THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN HARRIS COUNTY, TEXAS,
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND
AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT.
EACH OF THE PARTIES WAIVES ANY DEFENSE OF
INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND
WAIVES ANY BOND, SURETY, OR OTHER SECURITY THAT MIGHT BE REQUIRED