PAY THE TERMINATION FEE WITHIN FORTY-FIVE (45) DAYS OF NOTICE OF
TERMINATION BY CLIENT AND, AT FUTURA'S OPTION, ENTER INTO THE SUBLEASE, AT WHICH
TIME (NAMELY, THE PAYMENT OF THE TERMINATION FEE AND THE EXECUTION OF THE
SUBLEASE) THIS AGREEMENT SHALL TERMINATE.
ANY RIGHTS OR OBLIGATIONS UNDER A
PREVIOUSLY NEGOTIATED SOW FOR WHICH FUTURA HAS BEEN PAID FOR BY CLIENT SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT; IT BEING UNDERSTOOD AND AGREED THAT
WITH REPECT TO SUCH SOWS, FUTURA SHALL HAVE THE RIGHT TO FULFILL SUCH SOWS
NOTWITHSTANDING TERMINATION OF THIS AGREEMENT
9.5
SURVIVAL.
IN THE EVENT OF TERMINATION OR UPON EXPIRATION OF THIS
AGREEMENT, SECTIONS 3, 5, 6, 7, 8, 9, AND 10 HEREOF WILL SURVIVE AND CONTINUE IN
FULL FORCE AND EFFECT.
10.
MISCELLANEOUS
10.1
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF
LAWS.
10.2
NO ASSIGNMENT.
THIS AGREEMENT SHALL NOT BE ASSIGNABLE BY EITHER PARTY
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, NOT TO BE UNREASONABLY
WITHHELD, EXCEPT EITHER PARTY MAY, UPON PRIOR WRITTEN NOTICE TO THE OTHER PARTY
(BUT WITHOUT ANY OBLIGATION TO OBTAIN THE CONSENT OF SUCH OTHER PARTY), ASSIGN
THIS AGREEMENT OR ANY OF ITS RIGHTS HEREUNDER TO ANY ENTITY WHICH SUCCEEDS (BY
PURCHASE, MERGER, OPERATION OF LAW OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF
THE CAPITAL STOCK, ASSETS OR BUSINESS OF SUCH PARTY, IF SUCH ENTITY AGREES IN
WRITING TO ASSUME AND BE BOUND BY ALL OF THE OBLIGATIONS OF SUCH PARTY UNDER
THIS AGREEMENT AND SUCH CORPORATION OR ENTITY HAS GAAP FINANCIAL NET WORTH AS
DETERMINED UNDER UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
CONSISTENTLY APPLIED ("GAAP") IN EXCESS OF SUCH PARTY'S GAAP FINANCIAL NET WORTH
OR, WITH RESPECT TO CLIENT, CLIENT AGREES TO GUARANTEE ITS OBLIGATIONS TO FUTURA
UNDER THIS AGREEMENT AND IN THE EVENT OF FUTURA'S ASSIGNMENT, FUTURA'S SUCCESSOR
IS REASONABLY
12
SATISFACTORY TO CLIENT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED
ASSIGNEES.
10.3
NOTICES.
ALL NOTICES REQUIRED BY THIS AGREEMENT WILL BE GIVEN IN WRITING
TO THE OTHER PARTY AND DELIVERED BY REGISTERED MAIL, INTERNATIONAL AIR COURIER,
FACSIMILE, OR THE EQUIVALENT.
NOTICES WILL BE EFFECTIVE WHEN RECEIVED AS
INDICATED ON THE FACSIMILE, REGISTERED MAIL, OR OTHER DELIVERY RECEIPT.
ALL
NOTICES WILL BE GIVEN BY ONE PARTY TO THE OTHER AT ITS ADDRESS STATED ON THE
FIRST PAGE OF THIS AGREEMENT UNLESS A CHANGE THEREOF PREVIOUSLY HAS BEEN GIVEN
TO THE PARTY GIVING THE NOTICE.
10.4
AMENDMENTS.
THIS AGREEMENT MAY BE MODIFIED ONLY BY A WRITTEN AMENDMENT
EXECUTED BY DULY AUTHORIZED OFFICERS OR REPRESENTATIVES OF BOTH PARTIES.
10.5
SEVERABILITY.
IF ANY PROVISION IN THIS AGREEMENT IS HELD BY A COURT OF
COMPETENT JURISDICTION TO BE INVALID, VOID, OR UNENFORCEABLE, THEN SUCH
PROVISION SHALL BE SEVERED FROM THIS AGREEMENT TO THE EXTENT NOT ENFORCEABLE AND
THE REMAINING PROVISIONS WILL CONTINUE IN FULL FORCE.
10.6
COUNTERPARTS.
THIS AGREEMENT MAY BE