EACH PROVISION OF THIS AGREEMENT
SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT SHALL BE PROHIBITED BY OR
INVALID UNDER SUCH LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF
SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS OF THIS AGREEMENT AND SHALL BE INTERPRETED
SO AS TO BE EFFECTIVE AND VALID.
5.3
ARTICLE AND SECTION HEADINGS, DEFINED TERMS.
NUMBERED AND TITLED
ARTICLE AND SECTION HEADINGS AND DEFINED TERMS ARE FOR CONVENIENCE ONLY AND
SHALL NOT BE CONSTRUED AS AMPLIFYING OR LIMITING ANY OF THE PROVISIONS OF THIS
AGREEMENT.
5.4
NOTICES.
ANY AND ALL NOTICES, ELECTIONS OR DEMANDS PERMITTED OR
REQUIRED TO BE MADE UNDER THIS AGREEMENT SHALL BE IN WRITING, SIGNED BY THE
PARTY GIVING SUCH NOTICE, ELECTION OR DEMAND AND SHALL BE DELIVERED PERSONALLY,
TELECOPIED, OR SENT BY CERTIFIED MAIL OR OVERNIGHT VIA NATIONALLY RECOGNIZED
COURIER SERVICE (SUCH AS FEDERAL EXPRESS), TO THE OTHER PARTY AT THE ADDRESS SET
FORTH IN THE INTRODUCTORY PARAGRAPH TO THIS AGREEMENT, ON THE SIGNATURE PAGE
HEREOF OR AT SUCH OTHER ADDRESS AS MAY BE SUPPLIED IN WRITING AND OF WHICH
RECEIPT HAS BEEN ACKNOWLEDGED IN WRITING. THE DATE OF PERSONAL DELIVERY OR
TELECOPY OR TWO (2) BUSINESS DAYS AFTER THE DATE OF MAILING (OR THE NEXT
BUSINESS DAY AFTER DELIVERY TO SUCH COURIER SERVICE), AS THE CASE MAY BE, SHALL
BE THE DATE OF SUCH NOTICE, ELECTION OR DEMAND.
5.5
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER WRITTEN
AGREEMENTS BETWEEN THE COMPANY AND THE PURCHASER, REPRESENT THE ENTIRE AGREEMENT
BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF, AND ALL ORAL
DISCUSSIONS AND PRIOR AGREEMENTS ARE MERGED HEREIN; PROVIDED, IF THERE IS A
CONFLICT BETWEEN THIS AGREEMENT AND ANY OTHER DOCUMENT EXECUTED
CONTEMPORANEOUSLY HEREWITH WITH RESPECT TO THE OBLIGATIONS DESCRIBED HEREIN, THE
PROVISION OF THIS AGREEMENT SHALL CONTROL.
5.6
GOVERNING LAW; JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA RELATING TO
CONTRACTS ENTERED INTO AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE. THE
PURCHASER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY ILLINOIS STATE
COURT OR UNITED STATES FEDERAL COURT SITTING IN COOK COUNTY, ILLINOIS OVER ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
AGREEMENT CONTEMPLATED HEREBY, AND THE PURCHASER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH ILLINOIS STATE OR FEDERAL COURT. THE PURCHASER FURTHER WAIVES ANY
7
OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN
SUCH STATE ON THE BASIS OF A NON-CONVENIENT FORUM. THE PURCHASER FURTHER AGREES
THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE COMPANY SHALL BE BROUGHT ONLY
IN ILLINOIS STATE OR UNITED STATES FEDERAL COURTS SITTING IN COOK COUNTY,
ILLINOIS. THE PURCHASER AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION