MATTER HEREOF, AND NO
ALTERATION, MODIFICATION OR INTERPRETATION HEREOF SHALL BE BINDING UNLESS IN
WRITING AND SIGNED BY BOTH PARTIES.
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12.2.
SEVERABILITY. IF ANY PROVISION OF THIS AGREEMENT OR APPLICATION TO
ANY PARTY OR CIRCUMSTANCES SHALL BE DETERMINED BY ANY COURT OF COMPETENT
JURISDICTION TO BE INVALID AND UNENFORCEABLE TO ANY EXTENT, THE REMAINDER OF
THIS AGREEMENT OR THE APPLICATION OF SUCH PROVISION TO SUCH PERSON OR
CIRCUMSTANCES, OTHER THAN THOSE AS TO WHICH IT IS SO DETERMINED INVALID OR
UNENFORCEABLE, SHALL NOT BE AFFECTED THEREBY, AND EACH PROVISION HEREOF SHALL BE
VALID AND SHALL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY LAW.
12.3.
APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF SOUTH CAROLINA.
12.4.
ASSIGNABILITY. EXCEPT FOR AN ASSIGNMENT TO A WHOLLY OWNED
SUBSIDIARY OF PURCHASER WITH SEVEN DAYS PRIOR WRITTEN NOTICE TO SELLER,
PURCHASER MAY NOT ASSIGN THIS AGREEMENT WITHOUT FIRST OBTAINING SELLER'S WRITTEN
CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED. ANY
ASSIGNMENT IN CONTRAVENTION OF THIS PROVISION SHALL BE VOID. NO ASSIGNMENT SHALL
RELEASE THE PURCHASER HEREIN NAMED FROM ANY OBLIGATION OR LIABILITY UNDER THIS
AGREEMENT. ANY ASSIGNEE SHALL BE DEEMED TO HAVE MADE ANY AND ALL REPRESENTATIONS
AND WARRANTIES MADE BY PURCHASER HEREUNDER, AS IF THE ASSIGNEE WERE THE ORIGINAL
SIGNATORY HERETO. IF PURCHASER REQUESTS SELLER'S WRITTEN CONSENT TO ANY
ASSIGNMENT, PURCHASER SHALL (1) NOTIFY SELLER IN WRITING OF THE PROPOSED
ASSIGNMENT; (2) PROVIDE SELLER WITH THE NAME AND ADDRESS OF THE PROPOSED
ASSIGNEE; (3) PROVIDE SELLER WITH FINANCIAL INFORMATION INCLUDING FINANCIAL
STATEMENTS OF THE PROPOSED ASSIGNEE; AND (4) PROVIDE SELLER WITH A COPY OF THE
PROPOSED ASSIGNMENT.
12.5.
SUCCESSORS BOUND. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF PURCHASER AND SELLER AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
12.6.
BREACH. SHOULD EITHER PARTY BE IN BREACH OF OR DEFAULT UNDER OR
OTHERWISE FAIL TO COMPLY WITH ANY OF THE TERMS OF THIS AGREEMENT, EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT, OR SHOULD PURCHASER FAIL TO PAY THE CARRY
COST AMOUNTS AS PROVIDED IN THE THIRD AMENDMENT, THE COMPLYING PARTY SHALL HAVE
THE OPTION TO CANCEL THIS AGREEMENT UPON TEN (10) DAYS WRITTEN NOTICE TO THE
OTHER PARTY OF THE ALLEGED BREACH, DEFAULT OR FAILURE BY SUCH OTHER PARTY IF
SUCH OTHER PARTY FAILS TO CURE SUCH BREACH WITHIN SUCH TEN (10) DAY PERIOD. THE
NON-DEFAULTING PARTY SHALL PROMPTLY NOTIFY THE DEFAULTING PARTY IN WRITING OF
ANY SUCH ALLEGED BREACH, DEFAULT OR FAILURE UPON OBTAINING KNOWLEDGE THEREOF.
THE CLOSING DATE SHALL BE EXTENDED TO THE EXTENT NECESSARY TO AFFORD THE
DEFAULTING PARTY THE FULL TEN (10) DAY PERIOD WITHIN WHICH TO CURE SUCH BREACH,
DEFAULT OR FAILURE; PROVIDED, HOWEVER, THAT THE FAILURE OR REFUSAL BY A PARTY TO
PERFORM ON THE SCHEDULED CLOSING DATE (EXCEPT IN RESPECT OF A PENDING DEFAULT BY
THE OTHER PARTY) SHALL BE DEEMED TO BE AN IMMEDIATE DEFAULT WITHOUT THE
NECESSITY OF NOTICE; AND PROVIDED FURTHER, THAT IF THE CLOSING DATE SHALL