2800
Dallas, TX 75201
Telecopy No. (214) 939-5849
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above
(provided that notice of any change of address shall be effective only upon
receipt thereof).
SECTION 11.7
GOVERNING LAW.
ANY DISPUTE BETWEEN THE
PARTIES RELATING TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS
WILL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
APPLICABLE TO CONTRACTS BETWEEN RESIDENTS OF TEXAS THAT ARE TO BE WHOLLY
PERFORMED WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
SECTION 11.8
JURISDICTION AND VENUE.
ANY PROCESS
AGAINST PURCHASER OR SELLER IN OR IN CONNECTION WITH, ANY PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT MAY BE SERVED PERSONALLY OR BY CERTIFIED MAIL AT THE ADDRESS SET FORTH
IN SECTION 11.6 WITH THE SAME EFFECT AS THOUGH SERVED ON IT OR HIM PERSONALLY.
PURCHASER AND SELLER HEREBY IRREVOCABLY SUBMIT IN ANY PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF A UNITED STATES DISTRICT
COURT LOCATED IN DALLAS, TEXAS.
SECTION 11.9
WAIVER OF JURY TRIAL.
EACH OF PURCHASER
AND SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL
RIGHTS IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OR OMISSIONS OF PURCHASER OR SELLER RELATING TO THIS AGREEMENT,
PROCEEDING OR OTHER LITIGATION BROUGHT TO RESOLVE ANY DISPUTE ARISING UNDER,
ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT,
DOCUMENT
50
OR INSTRUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH.
SECTION 11.10
DESCRIPTIVE HEADINGS.
THE DESCRIPTIVE
HEADINGS ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT INTENDED TO
BE PART OF OR TO AFFECT THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
SECTION 11.11
PARTIES IN INTEREST; NO THIRD-PARTY
BENEFICIARY.
EXCEPT AS CONTEMPLATED IN ARTICLE VIII FOR INDEMNIFIED PERSONS
OTHER THAN SELLER AND PURCHASER, THIS AGREEMENT SHALL BE BINDING UPON AND INURE
SOLELY TO THE BENEFIT OF EACH PARTY HERETO, AND NOTHING IN THIS AGREEMENT,
EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY OTHER PERSON ANY RIGHTS OR
REMEDIES OF ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
SECTION 11.12
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL,
BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 11.13
INCORPORATION BY REFERENCE.
ANY AND ALL
SELLER SCHEDULES, SCHEDULES, EXHIBITS, ANNEXES, STATEMENTS, REPORTS,
CERTIFICATES OR OTHER DOCUMENTS OR INSTRUMENTS REFERRED TO HEREIN OR ATTACHED
HERETO ARE INCORPORATED HEREIN BY REFERENCE HERETO AS THOUGH FULLY SET FORTH AT
THE POINT REFERRED TO IN THE AGREEMENT.
SECTION 11.14
CERTAIN DEFINITIONS.
FOR THE PURPOSES OF THIS