THE REMAINDER OF THIS AGREEMENT AND THE APPLICATION
OF SUCH TERM OR PROVISION TO SUCH PERSON OR CIRCUMSTANCES OTHER THAN THOSE AS TO
WHICH IT IS HELD INVALID OR UNENFORCEABLE SHALL NOT BE AFFECTED THEREBY, AND
EACH TERM OR PROVISION OF THIS AGREEMENT SHALL BE VALID AND ENFORCEABLE TO THE
FULLEST EXTENT PERMITTED BY LAW SO LONG AS THE ECONOMIC OR LEGAL SUBSTANCE OF
THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT AFFECTED IN ANY MANNER ADVERSE TO
ANY PARTY.
IF SO AFFECTED, THE PARTIES SHALL NEGOTIATE IN GOOD FAITH TO MODIFY
THIS AGREEMENT SO AS TO EFFECT THE ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS
POSSIBLE IN AN ACCEPTABLE MANNER TO THE END THAT THE TRANSACTIONS CONTEMPLATED
HEREBY ARE FULFILLED TO THE EXTENT POSSIBLE.
9.09
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH THE
EXHIBITS HERETO AND THE OTHER INSTRUMENTS AND CERTIFICATES REFERRED TO HEREIN,
CONSTITUTES THE PARTIES' ENTIRE AGREEMENT AND UNDERSTANDING FOR THE PURCHASE AND
SALE OF THE PROPERTY AND SUPERSEDES ALL PRIOR AGREEMENTS, WHETHER WRITTEN OR
ORAL, BETWEEN THE PARTIES FOR SUCH PURCHASE AND SALE.
9.10
CONSTRUCTION AND INTERPRETATION.
THE HEADINGS OR
TITLES FOR THE SECTIONS IN THIS AGREEMENT ARE INTENDED FOR EASE OF REFERENCE
ONLY AND SHALL NOT EFFECT THE CONSTRUCTION OR INTERPRETATION OF ANY PROVISION OF
THIS AGREEMENT.
ALL PROVISIONS OF THIS AGREEMENT HAVE BEEN NEGOTIATED AT ARM'S
LENGTH, AND THIS AGREEMENT SHALL NOT BE CONSTRUED FOR OR AGAINST ANY PARTY BY
REASON OF AUTHORSHIP OR ALLEGED AUTHORSHIP OF ANY PROVISION.
9.11
DISPUTE RESOLUTION.
THE PARTIES WILL ATTEMPT IN
GOOD FAITH TO RESOLVE ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO
SECTIONS 7.02 (TO THE EXTENT SUCH CONTROVERSY RELATES TO ANY CASUALTY LOSSES),
7.05, 7.06 AND 7.13 OF THIS AGREEMENT PROMPTLY BY NEGOTIATIONS BETWEEN
REPRESENTATIVES AND SENIOR EXECUTIVES OF THE PARTIES WHO HAVE THE AUTHORITY TO
SETTLE THE CONTROVERSY.
A REPRESENTATIVE OF EACH PARTY WILL COMMUNICATE AT
LEAST ONCE AND ATTEMPT TO RESOLVE THE MATTER.
IF THE MATTER HAS NOT BEEN
RESOLVED WITHIN 20 DAYS OF SUCH COMMUNICATION, THE CONTROVERSY SHALL BE SETTLED
IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION
ASSOCIATION BY AN ARBITRATOR WHO IS AN EXPERT WITH RESPECT TO THE SUBJECT MATTER
OF THE CLAIM OR CONTROVERSY.
THE ARBITRATOR WILL DETERMINE THE DIMINUTION IN
VALUE AS PROMPTLY AS PRACTICABLE.
THE ARBITRATION SHALL BE GOVERNED BY THE
UNITED STATES ARBITRATION ACT, 9 U.S.C. § 1-16, AND JUDGMENT RENDERED BY THE
ARBITRATOR MAY BE ENTERED BY ANY COURT HAVING JURISDICTION THEREOF.
THE PLACE
OF ARBITRATION SHALL BE NEW YORK, NEW YORK.
THE COST OF THE ARBITRATION WILL BE
BORNE BY PURCHASER AND SELLER EQUALLY.
9.12
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO
A CONTRACT EXECUTED AND PERFORMED IN THE STATE OF TEXAS, WITHOUT GIVING EFFECT
TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
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9.13
WAIVER OF JURY TRIAL.
THE PARTIES HEREBY WAIVE
ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO