OF THE PROVISIONS OF THIS
AGREEMENT, AND SHALL BE ENTITLED TO ENFORCE SPECIFICALLY THE PROVISIONS OF THIS
AGREEMENT, IN ANY COURT OF THE UNITED STATES OR ANY STATE THEREOF HAVING
JURISDICTION, IN ADDITION TO ANY OTHER REMEDY TO WHICH THE PARTIES MAY BE
ENTITLED UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY.
SECTION 14.4.
BINDING EFFECT; ASSIGNMENT; NO THIRD PARTY BENEFIT.
THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS, AND PERMITTED
ASSIGNS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER THIS
AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS, OR OBLIGATIONS HEREUNDER SHALL BE
ASSIGNED BY ANY OF THE PARTIES HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTIES.
EXCEPT AS PROVIDED IN THE INDEMNIFICATION PROVISIONS OF THIS
AGREEMENT, NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO OR
SHALL CONFER UPON ANY PERSON OTHER THAN THE PARTIES HERETO, AND THEIR RESPECTIVE
HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS, AND PERMITTED ASSIGNS, ANY RIGHTS,
BENEFITS, OR REMEDIES OF ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS
AGREEMENT.
SECTION 14.5.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO
BE UNENFORCEABLE, THIS AGREEMENT SHALL BE CONSIDERED DIVISIBLE AND SUCH
PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT IT IS DEEMED UNENFORCEABLE,
AND IN ALL OTHER RESPECTS THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT;
PROVIDED, HOWEVER, THAT IF ANY SUCH PROVISION MAY BE MADE ENFORCEABLE BY
LIMITATION THEREOF, THEN SUCH PROVISION SHALL BE DEEMED TO BE SO LIMITED AND
SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
SECTION 14.6.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
TEXAS, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
ANY
LITIGATION ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT BEFORE THE COURTS
48
SITTING IN HARRIS COUNTY, TEXAS, AND THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO
CHOOSE OR REQUEST ANY OTHER VENUE.
SECTION 14.7.
COUNTERPARTS.
THIS INSTRUMENT MAY BE EXECUTED IN ANY NUMBER
OF IDENTICAL COUNTERPARTS, EACH OF WHICH FOR ALL PURPOSES SHALL BE DEEMED AN
ORIGINAL, AND ALL OF WHICH SHALL CONSTITUTE COLLECTIVELY, ONE INSTRUMENT.
IT IS
NOT NECESSARY THAT EACH PARTY HERETO EXECUTE THE SAME COUNTERPART SO LONG AS
IDENTICAL COUNTERPARTS ARE EXECUTED BY EACH SUCH PARTY HERETO.
THIS INSTRUMENT
MAY BE VALIDLY EXECUTED AND DELIVERED BY FACSIMILE OR OTHER ELECTRONIC
TRANSMISSION.
SECTION 14.8.
WAIVER OF CONSUMER RIGHTS.
BUYER AND SELLER EACH HEREBY
WAIVES ITS RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION
ACT, SECTION 17.41 ET SEQ., BUSINESS AND COMMERCE CODE, A LAW THAT GIVES
CONSUMERS SPECIAL RIGHTS AND PROTECTIONS, AND ANY SIMILAR LAW IN ANY OTHER STATE
TO THE EXTENT SUCH ACT OR SIMILAR LAW WOULD OTHERWISE APPLY.
AFTER CONSULTATION
WITH AN ATTORNEY OF THEIR OWN SELECTION, BUYER AND SELLER EACH VOLUNTARILY
CONSENTS TO THIS WAIVER.
SECTION 14.9.
LIKE-KIND EXCHANGE.
SELLER AND BUYER HEREBY AGREE THAT THIS
TRANSACTION MAY BE COMPLETED AS A