TO THE OTHER PARTY WITHIN
SIXTY (60) DAYS AFTER THE PUBLIC DISCLOSURE OF SALE OF WPT.
FOR PURPOSE OF
CLARITY, IN THE EVENT OF A TERMINATION PURSUANT TO A THIRD-PARTY ACQUISITION,
THE EFFECT OF TERMINATION PROVISIONS OF SECTION 15.1 SHALL CONTROL.
21.4.
EXCEPT AS EXPRESSLY SET OUT
IN THIS AGREEMENT ALL WARRANTIES AND REPRESENTATIONS, WHETHER ORAL OR IN WRITING
AND WHETHER EXPRESS OR IMPLIED, EITHER BY OPERATION OF LAW, STATUTORY OR
OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
21.5.
NO PARTNERSHIP.
THIS
AGREEMENT SHALL NOT CREATE ANY PARTNERSHIP OR JOINT VENTURE BETWEEN THE PARTIES.
21.6.
WPT ACKNOWLEDGES THAT FOR
ALL PURPOSES UNDER THIS AGREEMENT, HAS NO AUTHORITY TO BIND PARTYPOKER IN
RESPECT OF THIRD PARTIES, AND NOTHING IN THIS AGREEMENT SHALL CONSTITUTE THE
APPOINTMENT OF ONE PARTY AS AGENT OF THE OTHER.
21.7.
Governing Law.
This
Agreement shall be governed by and construed in accordance with the Laws of
England. Subject to the arbitration provisions of Section 15.1, the Parties
irrevocably agree that the High Court of Justice of England shall have exclusive
jurisdiction in relation to any claim, dispute or difference concerning this
Agreement and any matter arising there from.
17
21.8.
If any provision of the
Agreement is held by any competent authority to be invalid or unenforceable in
whole or in part the validity of the other provisions of this Agreement and the
remainder of the provision in question shall not be affected.
21.9.
FORCE MAJEURE.
EXCEPT AS
OTHERWISE SET FORTH IN THIS AGREEMENT, A PARTY WILL NOT BE DEEMED TO HAVE
MATERIALLY BREACHED THIS AGREEMENT TO THE EXTENT THAT PERFORMANCE OF ITS
OBLIGATIONS (EXCEPT PAYMENT OBLIGATIONS) OR ATTEMPTS TO CURE ANY BREACH ARE
DELAYED OR PREVENTED BY REASON OF ANY ACT OF GOD, FIRE, NATURAL DISASTER,
ACCIDENT, ACT OF GOVERNMENT, OR ANY OTHER CAUSE BEYOND THE REASONABLE CONTROL OF
A PARTY.
THE PARTY WHOSE PERFORMANCE IS DELAYED OR PREVENTED MUST RESUME
PERFORMANCE OF ITS OBLIGATIONS AS SOON AS PRACTICABLE.
21.10.
NO VARIATION OF THIS AGREEMENT
SHALL BE VALID UNLESS IT IS IN WRITING AND SIGNED BY OR ON BEHALF OF EACH OF THE
PARTIES.
21.11.
SURVIVAL CLAUSE.
THE FOLLOWING
SECTIONS SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT: SECTIONS
5, 8.1 (IN REGARD TO BRANDING IN SHOWS ADDED DURING THE TERM OF THIS AGREEMENT),
9.2, 9.3, 10-11, 13-22.
22.
SETTLEMENT AND WAIVER OF PREVIOUS CLAIMS.
22.1.
THE PARTIES AGREE TO WAIVE
ANY AND ALL CLAIMS AGAINST THE OTHER PARTY, ITS GROUP, ITS DIRECTORS, EMPLOYEES,
AGENTS AND CONTRACTORS ARISING PRIOR TO THE COMMENCEMENT DATE WHETHER OR NOT THE
PARTIES WERE AWARE OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIM OR NOT SOLELY
ARISING OUT OF AN AGREEMENT BETWEEN THE PARTIES DATED MAY 1 2002 AND ANY
AMENDMENTS TO THAT AGREEMENT.
22.2.
THE WAIVER SET OUT IN
SECTION 22.1 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER
REASON.
IN WITNESS whereof the parties acting by their duly authorised officials have
set their hands the day and year first