THE DISTRICT OF NEW JERSEY SITTING IN NEWARK, NEW JERSEY FOR THE ADJUDICATION OF
ANY CIVIL ACTION ASSERTED PURSUANT TO THIS PARAGRAPH.
(B)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
IDENTICAL COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME
AGREEMENT AND SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH
PARTY AND DELIVERED TO THE OTHER PARTY.
IN THE EVENT ANY SIGNATURE PAGE IS
DELIVERED BY FACSIMILE TRANSMISSION, THE PARTY USING
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SUCH MEANS OF DELIVERY SHALL CAUSE FOUR ADDITIONAL ORIGINAL EXECUTED SIGNATURE
PAGES TO BE PHYSICALLY DELIVERED TO THE OTHER PARTY WITHIN FIVE DAYS OF THE
EXECUTION AND DELIVERY HEREOF.
(C)
HEADINGS.
THE HEADINGS OF THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE AND SHALL NOT FORM PART OF, OR AFFECT THE INTERPRETATION OF, THIS
AGREEMENT.
(D)
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID
OR UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY OR UNENFORCEABILITY SHALL
NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT IN
THAT JURISDICTION OR THE VALIDITY OR ENFORCEABILITY OF ANY PROVISION OF THIS
AGREEMENT IN ANY OTHER JURISDICTION.
(E)
ENTIRE AGREEMENT, AMENDMENTS.
THIS AGREEMENT SUPERSEDES ALL OTHER
PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN THE BUYER(S), THE COMPANY, THEIR
AFFILIATES AND PERSONS ACTING ON THEIR BEHALF WITH RESPECT TO THE MATTERS
DISCUSSED HEREIN, AND THIS AGREEMENT AND THE INSTRUMENTS REFERENCED HEREIN
CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE MATTERS
COVERED HEREIN AND THEREIN AND, EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR
THEREIN, NEITHER THE COMPANY NOR ANY BUYER MAKES ANY REPRESENTATION, WARRANTY,
COVENANT OR UNDERTAKING WITH RESPECT TO SUCH MATTERS.
NO PROVISION OF THIS
AGREEMENT MAY BE WAIVED OR AMENDED OTHER THAN BY AN INSTRUMENT IN WRITING SIGNED
BY THE PARTY TO BE CHARGED WITH ENFORCEMENT.
(F)
NOTICES.
ANY NOTICES, CONSENTS, WAIVERS, OR OTHER COMMUNICATIONS
REQUIRED OR PERMITTED TO BE GIVEN UNDER THE TERMS OF THIS AGREEMENT MUST BE IN
WRITING AND WILL BE DEEMED TO HAVE BEEN DELIVERED (I) UPON RECEIPT, WHEN
DELIVERED PERSONALLY; (II) UPON CONFIRMATION OF RECEIPT, WHEN SENT BY FACSIMILE;
(III) THREE (3) DAYS AFTER BEING SENT BY U.S. CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, OR (IV) ONE (1) DAY AFTER DEPOSIT WITH A NATIONALLY RECOGNIZED
OVERNIGHT DELIVERY SERVICE, IN EACH CASE PROPERLY ADDRESSED TO THE PARTY TO
RECEIVE THE SAME.
THE ADDRESSES AND FACSIMILE NUMBERS FOR SUCH COMMUNICATIONS
SHALL BE:
If to the Company, to:
Isonics Corporation
5906 McIntyre Street
Golden, CO 80403
Attention:
John Sakys, President
Telephone:
(303) 279-7900
Facsimile:
(303) 279-7300
With a copy to:
Burns, Figa & Will, P.C.
6400 South Fiddler's Green Circle - Suite 1000
Greenwood Village, CO 80111
Attention:
Herrick K. Lidstone, Jr., Esq.
Telephone:
(303) 796-2626
Facsimile:
(303) 796-2777
If to the Buyer(s), to its address and facsimile number set forth beneath its
signature, with copies to the Buyer's counsel.
Each party shall provide five
(5) days' prior written notice to the other party of any change in address or
facsimile number.
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(G)
SUCCESSORS AND ASSIGNS.
THIS