PROVIDED IN THIS
AGREEMENT, EACH PARTY HERETO SHALL PAY ITS OWN EXPENSES INCIDENT TO PREPARING,
ENTERING INTO AND CARRYING OUT THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS.
9.2
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED ONLY BY A WRITTEN
AGREEMENT SIGNED BY EACH OF THE PARTIES HERETO OR BY A WAIVER IN ACCORDANCE WITH
SECTION 9.3.
9.3
WAIVER AND EXTENSION.
AT ANY TIME PRIOR TO THE CLOSING DATE, THE
PARTIES MAY (A) EXTEND THE TIME FOR THE PERFORMANCE OF ANY OF THE OBLIGATIONS OR
OTHER ACTS OF THE OTHER PARTIES HERETO, (B) WAIVE ANY INACCURACIES IN THE
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN OR IN ANY DOCUMENT DELIVERED
PURSUANT HERETO OR (C) EXCEPT TO THE EXTENT PROHIBITED BY LAW, WAIVE COMPLIANCE
WITH ANY OF THE AGREEMENTS DESCRIBED OR CONDITIONS CONTAINED HEREIN.
ANY
AGREEMENT ON THE PART OF A PARTY HERETO TO ANY SUCH EXTENSION OR WAIVER SHALL BE
VALID ONLY IF SET FORTH IN AN INSTRUMENT IN WRITING SIGNED BY SUCH PARTY.
THE
FAILURE OF ANY PARTY AT ANY TIME OR TIMES TO DEMAND PERFORMANCE OF ANY PROVISION
HEREOF SHALL IN NO MANNER AFFECT THE RIGHT OF SUCH PARTY AT A LATER TIME TO
ENFORCE THE SAME OR ANY OTHER PROVISION OF THIS AGREEMENT.
NO WAIVER OF ANY
CONDITION OR THE BREACH OF ANY TERM CONTAINED IN THIS AGREEMENT IN ONE OR MORE
INSTANCES SHALL BE DEEMED TO BE A, OR CONSTRUED AS A, FURTHER OR CONTINUING
WAIVER OF SUCH CONDITION OR BREACH OR OF ANY OTHER CONDITION OR BREACH.
9.4
COUNTERPARTS.
FOR THE CONVENIENCE OF THE PARTIES HERETO, THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH SUCH COUNTERPART
BEING DEEMED TO BE AN ORIGINAL INSTRUMENT, AND ALL SUCH COUNTERPARTS SHALL
TOGETHER CONSTITUTE ONE AGREEMENT.
9.5
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO ANY
CONFLICT OF LAWS PRINCIPLES THEREOF.
9.6
SPECIFIC PERFORMANCE.
SELLER RECOGNIZES AND AGREES THAT
PURCHASER'S REMEDIES AT LAW WOULD BE INADEQUATE TO COMPENSATE IT FOR ANY FAILURE
OF SELLER TO CONSUMMATE THE TRANSACTIONS.
ACCORDINGLY, SELLER AGREES THAT
PURCHASER MAY SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND WAIVES ANY RIGHT
TO OPPOSE OR OBJECT TO SUCH SPECIFIC PERFORMANCE.
9.7
SUBMISSION TO JURISDICTION.
EACH PARTY UNCONDITIONALLY AND
IRREVOCABLY AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE APPROPRIATE
COURT IN LAS VEGAS, NEVADA (A "LAS VEGAS COURT") FOR THE PURPOSE OF ANY DISPUTE,
CONTROVERSY OR CLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE BREACH,
TERMINATION OR VALIDITY THEREOF, AND FOR PROCEEDINGS ARISING OUT OF OR RELATING
TO THE ENFORCEMENT OF ANY AGREEMENT TO ARBITRATE ANY DISPUTE HEREUNDER, AND TO
THE NON-EXCLUSIVE JURISDICTION OF THE LAS VEGAS COURT AND TO THE COURTS OF ITS
OWN DOMICILE FOR THE
43
ENFORCEMENT OF ANY DECISION OF ANY ARBITRATORS DULY APPOINTED UNDER THIS
AGREEMENT.
EACH PARTY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY OBJECTIONS
WHICH THEY MAY HAVE NOW OR IN THE FUTURE TO SUCH JURISDICTION, INCLUDING ANY
OBJECTIONS BY REASON OF LACK OF