UPON
AND SHALL NOT BE AFFECTED IN ANY RESPECT BY THE CLOSING, ANY INVESTIGATION
CONDUCTED BY ANY PARTY HERETO OR BY ANY INFORMATION THAT ANY PARTY MAY RECEIVE.
9.5
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
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9.6
FACSIMILE SIGNATURES.
FOR PURPOSES OF EXECUTION OF THIS
AGREEMENT, FAXED SIGNATURE PAGES SHALL BE DEEMED THE SAME AS ORIGINAL SIGNATURE
PAGES.
9.7
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF MICHIGAN WITHOUT GIVING
EFFECT TO CONFLICTS OF LAWS PRINCIPLES.
9.8
HEADINGS; DEFINITIONS.
CAPTIONS, TITLES AND HEADINGS TO SECTIONS
OR PARAGRAPHS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY
AND SHALL NOT AFFECT THE CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.
ALL
REFERENCES IN THIS AGREEMENT TO "SECTION" OR "PARAGRAPH" REFER TO THE
CORRESPONDING SECTIONS OR PARAGRAPHS OF THIS AGREEMENT UNLESS OTHERWISE STATED
AND, UNLESS THE CONTEXT OTHERWISE SPECIFICALLY REQUIRES, REFER TO ALL
SUBSECTIONS OR SUBPARAGRAPHS THEREOF.
ALL DEFINED TERMS AND PHRASES USED IN
THIS AGREEMENT ARE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF
SUCH TERMS.
NOUNS AND PRONOUNS WILL BE DEEMED TO REFER TO THE MASCULINE,
FEMININE OR NEUTER, SINGULAR AND PLURAL, AS THE IDENTITY OF THE PERSON OR
PERSONS MAY IN THE CONTEXT REQUIRE.
9.9
DISPUTE RESOLUTION.
(A)
NEGOTIATION.
IN THE EVENT OF ANY DISPUTE OR DISAGREEMENT BETWEEN
ANY OF THE PARTIES HERETO AS TO THE INTERPRETATION OF ANY PROVISION OF THIS
AGREEMENT OR ANY AGREEMENT INCORPORATED HEREIN, THE PERFORMANCE OF OBLIGATIONS
HEREUNDER OR THEREUNDER, OR ANY OTHER DISPUTED MATTER RELATING HERETO OR THERETO
("DISPUTE"), SUCH DISPUTE, UPON THE WRITTEN REQUEST OF ANY PARTY HERETO, SHALL
BE REFERRED TO THE CHIEF EXECUTIVE OFFICERS OF EACH PARTY.
THE CHIEF EXECUTIVE
OFFICERS SHALL PROMPTLY MEET IN GOOD FAITH TO RESOLVE THE DISPUTE.
IF THE CHIEF
EXECUTIVE OFFICERS DO NOT AGREE UPON A DECISION WITHIN THIRTY (30) CALENDAR DAYS
AFTER THE REFERENCE OF THE MATTER TO THEM, ANY PARTY HERETO SHALL BE FREE TO
EXERCISE THE REMEDIES AVAILABLE TO IT UNDER SECTION 9.9(B).
(B)
ARBITRATION.
THE PARTIES HERETO AGREE THAT IF A DISPUTE ARISES
BETWEEN THEM THAT IS NOT RESOLVED BY GOOD FAITH NEGOTIATION AS PROVIDED IN
SECTION 9.9(A), THEN SUCH DISPUTE, UPON TEN (10) DAYS' PRIOR WRITTEN NOTICE FROM
ONE PARTY TO THE OTHER OF ITS INTENT TO ARBITRATE (AN "ARBITRATION NOTICE"),
SHALL BE SUBMITTED TO AND SETTLED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION
IN LIEU OF ANY JUDICIAL PROCEEDING; PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN
THIS SECTION 9.9 SHALL PRECLUDE ANY PARTY HERETO FROM AT ANY TIME SEEKING OR
OBTAINING FROM A COURT OF COMPETENT JURISDICTION (A) INJUNCTIVE RELIEF, OR (B)
EQUITABLE OR OTHER JUDICIAL RELIEF TO SPECIFICALLY ENFORCE THE PROVISIONS HEREOF
OR TO PRESERVE THE STATUS QUO ANTE PENDING RESOLUTION OF DISPUTES HEREUNDER.
SUBJECT ONLY TO