OF THE FACILITY OR PURCHASED
ASSETS, AND SHALL BE DEEMED TO INCLUDE BOTH THE PURCHASER AND EACH SUCH
AFFILIATE WHERE APPROPRIATE.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR SUCCESSORS AND PERMITTED ASSIGNS.
15.05
SAVINGS CLAUSE.
IF ANY PROVISION HEREOF SHALL BE HELD INVALID OR
UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION OR AS A RESULT OF FUTURE
LEGISLATIVE ACTION, SUCH HOLDING OR ACTION SHALL BE STRICTLY CONSTRUED AND SHALL
NOT AFFECT THE VALIDITY OR EFFECT OF ANY OTHER PROVISION HEREOF.
15.06
HEADINGS.
THE CAPTIONS OF THE VARIOUS ARTICLES AND SECTIONS OF THIS
AGREEMENT HAVE BEEN INSERTED ONLY FOR CONVENIENCE OF REFERENCE AND SHALL NOT BE
DEEMED TO MODIFY, EXPLAIN, ENLARGE OR RESTRICT ANY OF THE PROVISIONS OF THIS
AGREEMENT.
15.07
RISK OF LOSS.
RISK OF LOSS, DAMAGE OR DESTRUCTION TO THE PURCHASED
ASSETS SHALL BE UPON THE SELLER UNTIL THE CLOSING, AND SHALL THEREAFTER BE UPON
THE PURCHASER.
15.08
GOVERNING LAW.
THE VALIDITY, INTERPRETATION AND EFFECT OF THIS
AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY THE LAWS OF THE STATE OF NEW YORK,
INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
15.09
DISPUTE RESOLUTION.
(A)
IF ANY ISSUE, DISPUTE, CLAIM OR CONTROVERSY SHOULD ARISE OUT OF OR
RELATE TO THIS AGREEMENT INVOLVING THE PARTIES HERETO ("DISPUTE") AND THE
PARTIES HERETO ARE UNABLE TO RESOLVE THE DISPUTE ON OR BEFORE THE THIRTIETH
(30TH) DAY FOLLOWING WRITTEN NOTICE OF SUCH DISPUTE BY A PARTY TO THE OTHER
PARTY, WHICH NOTICE DESCRIBES IN REASONABLE DETAIL THE NATURE OF THE DISPUTE AND
THE FACTS AND CIRCUMSTANCES RELATING THERETO, THE PURCHASER SHALL NOMINATE A
MEMBER OF ITS SENIOR MANAGEMENT TEAM AND THE SELLER SHALL NOMINATE A MEMBER OF
ITS SENIOR MANAGEMENT TEAM FOR THE PURPOSE OF A MEETING BETWEEN SUCH
REPRESENTATIVES AT A MUTUALLY AGREEABLE TIME AND PLACE TO RESOLVE SUCH DISPUTE.
SUCH MEETING SHALL TAKE PLACE ON OR BEFORE FORTY-FIVE (45) DAYS FOLLOWING THE
DATE OF THE NOTICE OF THE DISPUTE BY A PARTY TO THE OTHER PARTY.
IF THE DISPUTE
HAS NOT BEEN RESOLVED WITHIN SIXTY (60) DAYS FOLLOWING THE DATE OF THE NOTICE OF
THE DISPUTE, ANY PARTY MAY COMMENCE LEGAL PROCEEDINGS OR SUBMIT SUCH DISPUTE TO
BINDING ARBITRATION UNDER THIS SECTION 15.09.
(B)
UPON DEMAND OF ANY PARTY HERETO MADE BEFORE OR WITHIN THIRTY (30)
DAYS AFTER INSTITUTION OF ANY JUDICIAL PROCEEDING RELATING TO A DISPUTE, ANY
DISPUTE SHALL BE RESOLVED BY BINDING ARBITRATION AS PROVIDED HEREIN.
INSTITUTION OF A JUDICIAL PROCEEDING BY A PARTY DOES NOT WAIVE THE RIGHT OF THAT
PARTY TO DEMAND ARBITRATION HEREUNDER.
A PARTY MAY DEMAND AND COMMENCE
ARBITRATION BY DELIVERING TO THE OTHER PARTY AN ARBITRATION NOTICE ("ARBITRATION
NOTICE") THAT INCLUDES A GENERAL DESCRIPTION OF THE DISPUTE AND A REFERENCE TO
THE FACT THAT SUCH DISPUTE IS
42
BEING REFERRED TO ARBITRATION UNDER THIS SECTION 15.09.
(C)
PROMPTLY FOLLOWING THE DELIVERY OF AN ARBITRATION NOTICE, THE
PARTIES HERETO SHALL ENDEAVOR TO AGREE UPON A PANEL OF THREE ARBITRATORS.
IF ON
OR