and other communications shall be effective
upon receipt.
SECTION 10.2.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH ANY
EXHIBITS AND SCHEDULES HERETO AND OTHER WRITINGS REFERRED TO HEREIN OR DELIVERED
PURSUANT HERETO, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, BOTH WRITTEN AND ORAL, BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
SECTION 10.3.
BINDING EFFECT; ASSIGNMENT; NO THIRD PARTY BENEFIT.
THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS, AND PERMITTED
ASSIGNS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER THIS
AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS, OR OBLIGATIONS HEREUNDER SHALL BE
ASSIGNED BY ANY OF THE PARTIES HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTIES.
EXCEPT AS PROVIDED IN ARTICLE IX, NOTHING IN THIS AGREEMENT,
EXPRESS OR IMPLIED, IS INTENDED TO OR SHALL CONFER UPON ANY PERSON OTHER THAN
THE PARTIES HERETO, AND THEIR RESPECTIVE HEIRS, LEGAL REPRESENTATIVES,
SUCCESSORS, AND PERMITTED ASSIGNS, ANY RIGHTS, BENEFITS, OR REMEDIES OF ANY
NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
SECTION 10.4.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS HELD
TO BE UNENFORCEABLE, THIS AGREEMENT SHALL BE CONSIDERED DIVISIBLE AND SUCH
PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT IT IS DEEMED UNENFORCEABLE,
AND IN ALL OTHER RESPECTS THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT;
PROVIDED, HOWEVER, THAT IF ANY SUCH PROVISION MAY BE MADE ENFORCEABLE BY
LIMITATION THEREOF, THEN SUCH PROVISION SHALL BE DEEMED TO BE SO LIMITED AND
SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
SECTION 10.5.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
TEXAS, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
SECTION 10.6.
FURTHER ASSURANCES.
FROM TIME TO TIME FOLLOWING THE
CLOSING, AT THE REQUEST OF ANY PARTY HERETO AND WITHOUT FURTHER CONSIDERATION,
THE OTHER PARTY OR PARTIES HERETO SHALL EXECUTE AND DELIVER TO SUCH REQUESTING
PARTY SUCH INSTRUMENTS AND DOCUMENTS AND TAKE SUCH OTHER ACTION (BUT WITHOUT
INCURRING ANY MATERIAL FINANCIAL OBLIGATION) AS SUCH REQUESTING PARTY MAY
REASONABLY REQUEST IN ORDER TO CONSUMMATE MORE FULLY AND EFFECTIVELY THE
TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 10.7.
COUNTERPARTS.
THIS INSTRUMENT MAY BE EXECUTED IN ANY
NUMBER OF IDENTICAL COUNTERPARTS, EACH OF WHICH FOR ALL PURPOSES SHALL BE DEEMED
AN ORIGINAL, AND ALL OF WHICH SHALL CONSTITUTE COLLECTIVELY, ONE INSTRUMENT.
IT
IS NOT NECESSARY THAT EACH PARTY HERETO EXECUTE THE SAME COUNTERPART SO LONG AS
IDENTICAL COUNTERPARTS ARE EXECUTED BY EACH SUCH PARTY HERETO.
THIS INSTRUMENT
MAY BE VALIDLY EXECUTED AND DELIVERED BY FACSIMILE OR OTHER ELECTRONIC
TRANSMISSION.
SECTION 10.8.
INJUNCTIVE RELIEF.
THE PARTIES HERETO ACKNOWLEDGE AND
AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT ANY OF THE PROVISIONS OF
THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR
WERE OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL