WRITTEN APPROVAL OF THE OTHER PARTIES.
10.6.
NO THIRD PARTY BENEFICIARIES.
NOTHING IN THIS AGREEMENT OR THE
ATTACHMENTS HERETO, EXPRESS OR IMPLIED, IS INTENDED TO CONFER ANY RIGHTS OR
REMEDIES UNDER OR BY REASON OF THIS AGREEMENT ON ANY PERSONS OTHER THAN THE
PARTIES TO IT, NOR IS ANYTHING IN THIS AGREEMENT INTENDED TO RELIEVE OR
DISCHARGE THE OBLIGATIONS OR LIABILITIES OF ANY THIRD PERSON TO ANY PARTY TO
THIS AGREEMENT.
10.7.
TEXAS LAW AND JURISDICTION.
THIS AGREEMENT SHALL BE CONSTRUED
PURSUANT TO THE LAWS OF THE STATE OF TEXAS.
THE PARTIES HEREBY CONSENT TO THE
EXCLUSIVE PERSONAL JURISDICTION OF THE COURTS IN AND FOR THE STATE OF TEXAS IN
THE EVENT OF LITIGATION PERTAINING HERETO, WITH VENUE TO LIE IN DALLAS COUNTY.
10.8.
ATTORNEYS' FEES.
IF ANY ACTION AT LAW OR IN EQUITY IS BROUGHT TO
ENFORCE OR INTERPRET THE TERMS OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE
ENTITLED TO REASONABLE ATTORNEYS' FEES, COSTS AND DISBURSEMENTS FROM THE
NON-PREVAILING PARTY, IN ADDITION TO ANY OTHER RELIEF TO WHICH THE PREVAILING
PARTY MAY BE ENTITLED PURSUANT TO THE COURT'S RULING.
10.9.
COUNTERPARTS AND FACSIMILE EXECUTION.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, AND BY FACSIMILE SIGNATURE, EACH OF
WHICH WILL BE AN ORIGINAL BUT ALL OF WHICH WILL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
10.10.
SEVERABILITY.
IF ANY PROVISION OR PROVISIONS OF THIS AGREEMENT
SHALL BE HELD TO BE WHOLLY OR PARTIALLY INVALID, ILLEGAL OR UNENFORCEABLE, THE
VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL IN NO
WAY BE AFFECTED OR IMPAIRED THEREBY.
39
10.11.
HEADINGS.
THE HEADINGS OF THE SEVERAL SECTIONS OF THIS AGREEMENT
ARE INSERTED SOLELY FOR CONVENIENCE OF REFERENCE AND ARE NOT A PART OF AND ARE
NOT INTENDED TO GOVERN, LIMIT OR AID IN THE CONSTRUCTION OF ANY TERM OR
PROVISION HEREOF.
10.12.
OTHER OFFERS.
FROM AND AFTER THE MUTUAL EXECUTION OF THIS
AGREEMENT, AND UNTIL ITS CLOSURE OR TERMINATION AS HEREIN PROVIDED, SELLER SHALL
NOT ENTERTAIN ANY OFFERS FROM ANY THIRD PARTY WITH RESPECT TO THE SALE (OUTSIDE
THE ORDINARY COURSE OF BUSINESS) OF THE ASSETS OR THE UNITS OF ALT.
APOLLO LNG
HAS BEEN NOTIFIED, IN THIS RESPECT, THAT ALT'S INTEREST IN THE WILLIS LNG PLANT
WILL BE SOLD PRIOR TO THE CLOSING OF THE TRANSACTIONS UNDER THIS AGREEMENT.
10.13.
NO BROKERS.
APOLLO LNG AND APOLLO REPRESENT AND WARRANT THAT
NEITHER OF THEM HAS DEALT WITH ANY SALES AGENTS, FINDERS, BROKERS OR OTHER
CONSULTANTS IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREUNDER, AND HAS
NO FINANCIAL OBLIGATION TO ANY SUCH SALES AGENTS, FINDERS, BROKERS OR OTHER
CONSULTANTS IN CONNECTION WITH THIS TRANSACTION.
SELLER REPRESENTS AND WARRANTS
THAT NO BROKER, FINDER, INVESTMENT BANKER, SALES AGENT, OR OTHER CONSULTANTS, OR
OTHER PERSON IS OR WILL BE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, ENTITLED TO ANY BROKERAGE, FINDER'S OR OTHER FEE OR COMPENSATION
BASED ON ANY ARRANGEMENT OR AGREEMENT MADE BY OR ON BEHALF OF SELLERS FOR WHICH
APOLLO LNG OR APOLLO WILL HAVE ANY OBLIGATION OR LIABILITY.
SELLER