INTO ANY LICENSE AGREEMENT OR SETTLE ANY LAWSUIT WITHOUT THE WRITTEN CONSENT OF
THE CLIENT.
13.
NO REPRESENTATION OR WARRANTY BY LAW FIRM.
EACH
PARTY SPECIFICALLY RECOGNIZES THAT THE OTHER PARTY HAS MADE NO REPRESENTATION OR
WARRANTY WHATSOEVER REGARDING THE PROBABLE OUTCOME OF ANY LAWSUIT AND HAS IN NO
WAY GUARANTEED THE RESULT OR OUTCOME OF NOR ANY RECOVERY FROM THE SETTLEMENT OR
TRAIL OF ANY LAWSUIT.
14.
OTHER DOCUMENTS.
THE PARTIES AGREE TO EXECUTE
SUCH OTHER DOCUMENTS AS MIGHT BE REASONABLY NECESSARY OR APPROPRIATE TO
CONSUMMATE AND IMPLEMENT THE TERMS OF THIS FIRST AMENDED AGREEMENT.
15.
BANKRUPTCY.
CLIENT REPRESENTS TO LAW FIRMS
THAT CLIENT IS NOT PRESENTLY FILING, NOR CONTEMPLATING FILING, FOR PROTECTION
UNDER THE UNITED STATES BANKRUPTCY CODE OR SIMILAR LAWS OF ANY OTHER COUNTRY.
CLIENT AGREES THAT IN THE EVENT CLIENT FILES FOR BANKRUPTCY OR ENDS UP IN
BANKRUPTCY UNDER UNITED STATES LAWS OR SIMILAR LAWS OF ANY OTHER COUNTRY, LAW
FIRMS WILL BE PROMPTLY NOTIFIED OF ANY SUCH EVENT AND THAT THE LAWSUITS AND
CAUSE(S) OF ACTION COVERED BY THIS FIRST AMENDED AGREEMENT WILL BE PROMPTLY
SCHEDULED AS AN ASSET BY THE BANKRUPT CLIENT IN ACCORDANCE WITH THE BANKRUPTCY
CODE AND ITS RULES OF PROCEDURE. BECAUSE A BANKRUPTCY OR SIMILAR PROCEEDING BY
CLIENT COULD REQUIRE LAW FIRMS TO ENGAGE SPECIAL COUNSEL OR TO OTHERWISE PERFORM
LEGAL SERVICES IN ADDITION TO THOSE SERVICES FOR WHICH LAW FIRMS WERE RETAINED
UNDER THIS FIRST AMENDED AGREEMENT (E.G., SPECIAL RETENTIONS BY CLIENT OR
TRUSTEE; ISSUES RELATING TO WAIVER OF PRIVILEGE AND ASSUMPTION OF EXECUTORY
CONTRACTS; APPLICATION AND PAYMENT OF ATTORNEY'S FEES AND APPROVAL OF
SETTLEMENTS; ETC.), THE BANKRUPT CLIENT AGREES THAT LAW FIRMS SHALL BE FULLY
REIMBURSED BY CLIENT, OR REIMBURSED OUT OF THE BANKRUPT CLIENT'S SHARE OF
LITIGATION PROCEEDS, LICENSE PROCEEDS AND QUALIFIED SALE PROCEEDS, FOR THE TIME
SPENT AND COSTS INCURRED FOR THESE EXTRA SERVICES. CLIENT EXPRESSLY CONSENTS TO
THE RETENTION BY SUCH LAW FIRMS OF SUCH OTHER SPECIAL COUNSEL AND/OR INCURRING
SUCH COSTS AND TIME AS REASONABLY NECESSARY TO ADDRESS ADDITIONAL MATTERS IN
BANKRUPTCY AS RAISED HEREIN, AND FOR THE LAW FIRMS TO BE REIMBURSED AS SET FORTH
ABOVE.
16.
REMEDIES FOR BREACH.
IN THE EVENT THAT ANY
PARTY HERETO SHALL BREACH ANY OF THE OBLIGATIONS IMPOSED BY THIS FIRST AMENDED
AGREEMENT, THEN A NON-BREACHING PARTY SHALL BE ENTITLED TO PURSUE A CLAIM FOR
MONETARY DAMAGES AS A RESULT OF SUCH BREACH.
NO PARTY, HOWEVER, SHALL BE
ENTITLED TO RECOVER SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST
PROFITS, FROM ANY OTHER PARTY.
FOR PURPOSES OF THIS PARAGRAPH 16, IF THE CLIENT
BREACHES THE FIRST AMENDED AGREEMENT, THE COMPENSATION TO WHICH THE LAW FIRMS
MAY BE ENTITLED UNDER PARAGRAPH 3 HEREIN IS NOT "SPECIAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS."
17.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS AND
SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES, LEGAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS.
18.
GOVERNING LAW.
IT IS EXPRESSLY UNDERSTOOD AND
AGREED THAT THIS FIRST AMENDED AGREEMENT SHALL BE GOVERNED BY, CONSTRUED,
INTERPRETED, AND ENFORCED