NONCOMPLIANCE OR BREACH.
SECTION 5.9
WORD MEANINGS.
THE WORDS SUCH AS "HEREIN,"
"HEREINAFTER," "HEREOF" AND "HEREUNDER" REFER TO THIS AGREEMENT AS A WHOLE AND
NOT MERELY TO A SUBDIVISION IN WHICH SUCH WORDS APPEAR UNLESS THE CONTEXT
OTHERWISE REQUIRES.
THE SINGULAR SHALL INCLUDE THE PLURAL, AND VICE VERSA,
UNLESS THE CONTEXT OTHERWISE REQUIRES.
THE MASCULINE SHALL INCLUDE THE FEMININE
AND NEUTER, AND VICE VERSA, UNLESS THE CONTEXT OTHERWISE REQUIRES.
SECTION 5.10
NO BROKER.
NEITHER PARTY HAS ENGAGED ANY THIRD PARTY AS
BROKER OR FINDER OR INCURRED OR BECOME OBLIGATED TO PAY ANY BROKER'S COMMISSION
OR FINDER'S FEE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, OTHER THAN SUCH COMMISSIONS, FEES AND EXPENSES FOR WHICH SUCH PARTY
SHALL BE SOLELY RESPONSIBLE.
SECTION 5.11
FURTHER ASSURANCES.
THE HOLDER AND THE COMPANY EACH
HEREBY AGREE TO EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, SUCH
OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS, AND TAKE SUCH OTHER ACTIONS,
INCLUDING GIVING ANY FURTHER ASSURANCES, AS EITHER PARTY MAY REASONABLY REQUEST
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY AND IN THIS AGREEMENT.
SECTION 5.12
COSTS AND EXPENSES.
THE HOLDER AND THE COMPANY SHALL
EACH PAY THEIR OWN RESPECTIVE COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE
NEGOTIATION, PREPARATION, EXECUTION AND PERFORMANCE OF THIS AGREEMENT,
INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES.
SECTION 5.13
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE
MEANING HEREOF.
SECTION 5.14
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS
PROHIBITED BY LAW OR OTHERWISE DETERMINED TO BE INVALID OR UNENFORCEABLE BY A
COURT OF COMPETENT JURISDICTION, THE PROVISION THAT WOULD OTHERWISE BE
PROHIBITED, INVALID OR UNENFORCEABLE SHALL BE DEEMED AMENDED TO APPLY TO THE
BROADEST EXTENT THAT IT WOULD BE VALID AND ENFORCEABLE, AND THE INVALIDITY OR
UNENFORCEABILITY OF SUCH PROVISION SHALL NOT AFFECT THE VALIDITY OF THE
REMAINING PROVISIONS OF THIS AGREEMENT SO LONG AS THIS AGREEMENT AS SO MODIFIED
CONTINUES TO EXPRESS, WITHOUT MATERIAL CHANGE, THE ORIGINAL INTENTIONS OF THE
PARTIES AS TO THE SUBJECT MATTER HEREOF AND THE PROHIBITED NATURE, INVALIDITY OR
UNENFORCEABILITY OF THE PROVISION(S) IN QUESTION DOES NOT SUBSTANTIALLY IMPAIR
THE RESPECTIVE EXPECTATIONS OR RECIPROCAL OBLIGATIONS OF THE PARTIES OR THE
PRACTICAL REALIZATION OF THE BENEFITS THAT WOULD OTHERWISE BE CONFERRED UPON THE
PARTIES.
THE PARTIES WILL ENDEAVOR IN GOOD FAITH NEGOTIATIONS TO REPLACE THE
PROHIBITED, INVALID OR UNENFORCEABLE PROVISION(S) WITH A VALID PROVISION(S), THE
EFFECT OF WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE PROHIBITED, INVALID OR
UNENFORCEABLE PROVISION(S).
SECTION 5.15
TERMINATION.
IN THE EVENT THAT THE CLOSING SHALL NOT
HAVE OCCURRED ON OR BEFORE FIVE (5) BUSINESS DAYS FROM THE DATE HEREOF DUE TO
THE COMPANY'S OR THE HOLDER'S FAILURE TO SATISFY THE CONDITIONS SET FORTH IN
SECTIONS 1.3(I) AND (II) ABOVE (AND THE NONBREACHING PARTY'S FAILURE TO WAIVE
SUCH UNSATISFIED CONDITION(S)), THE NONBREACHING PARTY SHALL HAVE THE OPTION TO
15
TERMINATE THIS AGREEMENT WITH RESPECT TO SUCH BREACHING PARTY AT THE CLOSE OF
BUSINESS ON SUCH DATE WITHOUT