BY BUYER TO ANY AFFILIATE. FOR PURPOSES
OF THIS SECTION 15.1, THE TERM "AFFILIATE" SHALL MEAN: (A) AN ENTITY THAT
CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH BUYER; (B) ANY
PARTNERSHIP IN WHICH BUYER OR BUYER'S CONTROLLING MEMBER IS THE GENERAL PARTNER;
OR (C) ANY FUND OR ENTITY SPONSORED BY BUYER.
15.2
ATTORNEYS' FEES AND COSTS.
IN ANY ACTION OR PROCEEDING BETWEEN THE
PARTIES TO ENFORCE OR INTERPRET ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT, THE PREVAILING PARTY IN THE ACTION OR PROCEEDING SHALL BE ENTITLED TO
RECOVER FROM THE NON-PREVAILING PARTY, IN ADDITION TO DAMAGES, INJUNCTIVE RELIEF
OR OTHER RELIEF, ITS REASONABLE
23
COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, COSTS AND REASONABLE
ATTORNEYS' FEES, BOTH AT TRIAL AND ON APPEAL.
15.3
NOTICES AND APPROVALS.
ANY NOTICE, APPROVAL, DISAPPROVAL, DEMAND
OR OTHER COMMUNICATIONS REQUIRED OR PERMITTED TO BE GIVEN BY ANY PROVISION OF
THIS AGREEMENT ("NOTICE") WHICH EITHER PARTY DESIRES TO GIVE TO THE OTHER PARTY
OR TO ESCROW HOLDER SHALL BE DEEMED TO BE SUFFICIENTLY GIVEN OR SERVED UPON THE
EARLIER TO OCCUR OF THE FOLLOWING:
(I) WHEN ACTUALLY RECEIVED AT THE OFFICE OF
THE PARTY TO WHOM THE NOTICE IS TO BE DELIVERED; (II) WHEN DELIVERED PERSONALLY
TO THE OFFICE OF THE PARTY TO WHOM THE NOTICE IS TO BE DELIVERED; (III) ON THE
DATE DELIVERY IS FIRST ATTEMPTED BY A NATIONALLY-RECOGNIZED OVERNIGHT COMMERCIAL
COURIER; OR (IV) WHEN GIVEN BY TRANSMITTAL OVER ELECTRONIC TRANSMITTING DEVICES,
SUCH AS TELEX OR TELECOPIER MACHINE WITH A PRINTED CONFIRMATION, IF THE PARTY TO
WHOM THE NOTICE IS SENT HAS SUCH A DEVICE IN ITS OFFICE AND SUCH TRANSMISSION IS
MADE DURING REGULAR BUSINESS HOURS, PROVIDED A COMPLETE COPY OF ANY NOTICE SO
TRANSMITTED SHALL ALSO BE SENT BY OVERNIGHT COURIER IN THE SAME MANNER AS
REQUIRED FOR COURIERED NOTICES.
NOTICE MAY BE SERVED AS HEREIN PROVIDED UPON
THE PARTIES OR THEIR ATTORNEYS, WITH NOTICE UPON EITHER ONE OF THEM BEING
SUFFICIENT.
15.4
CONTROLLING LAW.
THIS AGREEMENT SHALL BE DEEMED TO BE ENTERED INTO
WITHIN HARRIS COUNTY AND SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF TEXAS
IN EFFECT AT THE TIME OF THE SIGNING OF THIS AGREEMENT.
THE PARTIES CONSENT TO
THE JURISDICTION OF THE TEXAS COURTS WITH VENUE IN HARRIS COUNTY, TEXAS.
15.5
TITLES AND CAPTION.
TITLES AND CAPTIONS ARE FOR CONVENIENCES ONLY
AND SHALL NOT CONSTITUTE A PORTION OF THIS AGREEMENT.
REFERENCES TO SECTION AND
PARAGRAPH NUMBERS ARE TO SECTIONS AND PARAGRAPHS IN THIS AGREEMENT, UNLESS
EXPRESSLY STATED OTHERWISE.
15.6
INTERPRETATION.
AS USED IN THIS AGREEMENT, MASCULINE, FEMININE OR
NEUTER GENDER AND THE SINGULAR OR PLURAL NUMBER SHALL EACH BE DEEMED TO INCLUDE
THE OTHERS WHERE AND WHEN THE CONTEXT SO DICTATES.
THE WORD "INCLUDING" SHALL
BE CONSTRUED AS IF FOLLOWED BY THE WORDS "WITHOUT LIMITATION."
IF A DISPUTE
OVER THE INTERPRETATION OR CONSTRUCTION OF ANY PROVISION, TERM OR WORD CONTAINED
IN THIS AGREEMENT, THIS DOCUMENT SHALL BE INTERPRETED AND CONSTRUED NEUTRALLY,
AND NOT AGAINST EITHER BUYER OR SELLER.
15.7
NO WAIVER.