DEEMED TO BE AN ORIGINAL, BUT ALL OF
WHICH TOGETHER WILL CONSTITUTE THE SAME AGREEMENT. ANY SIGNATURE PAGE OF ANY
SUCH COUNTERPART, OR ANY ELECTRONIC FACSIMILE THEREOF, MAY BE ATTACHED OR
APPENDED TO ANY OTHER COUNTERPART TO COMPLETE A FULLY EXECUTED COUNTERPART OF
THIS AGREEMENT, AND ANY TELECOPY OR OTHER FACSIMILE TRANSMISSION OF ANY
SIGNATURE WILL BE DEEMED AN ORIGINAL AND WILL BIND SUCH PARTY.
10.8
ENTIRE AGREEMENT. THIS AGREEMENT AND ALL OTHER AGREEMENTS
SPECIFICALLY INCORPORATED HEREIN ARE INTENDED BY THE PARTIES TO BE THE FINAL AND
COMPLETE EXPRESSION OF THEIR
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AGREEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ARE THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE TERMS AND CONDITIONS THEREOF, NOTWITHSTANDING ANY
REPRESENTATIONS, STATEMENTS, OR AGREEMENTS TO THE CONTRARY HERETOFORE OR
SIMULTANEOUSLY MADE. THIS AGREEMENT MAY BE MODIFIED ONLY BY A WRITTEN INSTRUMENT
SIGNED BY EACH OF THE PARTIES.
10.9
SEVERABILITY. THE UNENFORCEABILITY OR INVALIDITY OF ANY PROVISION OF
THIS AGREEMENT WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY REMAINING
PROVISIONS HEREOF, BUT SUCH REMAINING PROVISIONS WILL BE CONSTRUED AND
INTERPRETED IN SUCH A MANNER AS TO CARRY OUT FULLY THE INTENT OF THE PARTIES
HERETO; PROVIDED, HOWEVER, THAT SHOULD ANY JUDICIAL OR ARBITRAL AUTHORITY
INTERPRETING THIS AGREEMENT DEEM ANY PROVISION HEREOF TO BE UNREASONABLY BROAD
IN TIME, TERRITORY, SCOPE, OR OTHERWISE, IT IS THE INTENT AND DESIRE OF THE
PARTIES THAT SUCH JUDICIAL OR ARBITRAL AUTHORITY REDUCE THE BREADTH OF SUCH
PROVISION TO THE MAXIMUM LEGALLY ALLOWABLE PARAMETERS RATHER THAN DEEMING SUCH
PROVISION TOTALLY UNENFORCEABLE OR INVALID. A DETERMINATION THAT ANY PROVISION
OF THIS AGREEMENT IS UNENFORCEABLE OR INVALID IN ONE JURISDICTION WILL NOT
AFFECT THE ENFORCEABILITY OR VALIDITY OF SUCH PROVISION IN ANOTHER JURISDICTION.
10.10
WAIVER. NO WAIVER, TERMINATION, OR DISCHARGE OF THIS AGREEMENT, OR
ANY OF THE TERMS OR PROVISIONS HEREOF, WILL BE BINDING UPON EITHER PARTY UNLESS
CONFIRMED IN WRITING. NO WAIVER BY EITHER PARTY OF ANY TERM OR PROVISION OF THIS
AGREEMENT OR OF ANY DEFAULT HEREUNDER WILL AFFECT SUCH PARTY'S RIGHT THEREAFTER
TO ENFORCE SUCH TERM OR PROVISION OR TO EXERCISE ANY RIGHT OR REMEDY IN THE
EVENT OF ANY OTHER DEFAULT, WHETHER OR NOT SIMILAR.
10.11
INTERPRETATION. SHOULD A PROVISION OF THIS AGREEMENT REQUIRE JUDICIAL
OR ARBITRAL INTERPRETATION, THE JUDICIAL OR ARBITRAL AUTHORITY INTERPRETING OR
CONSTRUING THE AGREEMENT WILL NOT APPLY THE ASSUMPTION THAT THE TERMS HEREOF
WILL BE MORE STRICTLY CONSTRUED AGAINST ONE PARTY BY REASON OF THE RULE OF
CONSTRUCTION THAT AN INSTRUMENT IS TO BE CONSTRUED MORE STRICTLY AGAINST THE
PARTY WHICH ITSELF OR THROUGH ITS AGENTS PREPARED THIS AGREEMENT, IT BEING
AGREED THAT BOTH PARTIES AND/OR THEIR ATTORNEYS AND OTHER AGENTS HAVE
PARTICIPATED IN THE PREPARATION OF THIS AGREEMENT EQUALLY.
10.12
APPLICABLE LAW.
(A)
CHOICE OF LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT
TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE