IS OF THE ESSENCE IN THE PERFORMANCE OF
THE PARTIES' RESPECTIVE OBLIGATIONS HEREIN CONTAINED.
7.5
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT THAT IS
PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION,
BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
7.6
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS, ASSIGNS AND HEIRS; PROVIDED, HOWEVER, THAT NO STOCKHOLDER SHALL
DIRECTLY OR INDIRECTLY TRANSFER OR ASSIGN ANY OF HIS OR HER RIGHTS HEREUNDER IN
WHOLE OR IN PART WITHOUT THE WRITTEN CONSENT OF THE PARENT AND THE COMPANY,
WHICH SHALL NOT BE UNREASONABLY WITHHELD, AND ANY SUCH TRANSFER OR ASSIGNMENT
WITHOUT SAID CONSENT SHALL BE VOID.
7.7
NO THIRD PARTIES BENEFITED.
THIS AGREEMENT IS MADE
AND ENTERED INTO FOR THE SOLE PROTECTION AND BENEFIT OF THE PARTIES HERETO
(INCLUDING ALL STOCKHOLDERS WHO ACQUIRE SHARES OF PARENT COMMON STOCK), THEIR
SUCCESSORS, ASSIGNS AND HEIRS, AND NO OTHER PERSON SHALL HAVE ANY RIGHT OR
ACTION UNDER THIS AGREEMENT.
7.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE
OR MORE COUNTERPARTS AND BY TRANSMISSION OF A DIGITAL OR FACSIMILE SIGNATURE,
EACH OF WHICH SHALL BE DEEMED AND ACCEPTED AS AN ORIGINAL, AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE A SINGLE AGREEMENT.
7.9
RECITALS, SCHEDULES AND EXHIBITS.
THE RECITALS,
SCHEDULES AND EXHIBITS TO THIS AGREEMENT ARE INCORPORATED HEREIN AND, BY THIS
REFERENCE, MADE A PART HEREOF AS IF FULLY SET FORTH HEREIN.
7.10
SECTION HEADINGS AND GENDER.
THE SECTION HEADINGS USED
HEREIN ARE INSERTED FOR REFERENCE PURPOSES ONLY AND SHALL NOT IN ANY WAY AFFECT
THE MEANING OR INTERPRETATION OF THIS AGREEMENT. ALL PERSONAL PRONOUNS USED IN
THIS AGREEMENT SHALL INCLUDE THE OTHER GENDERS, WHETHER USED IN THE MASCULINE,
FEMININE OR NEUTER GENDER, AND THE SINGULAR SHALL INCLUDE THE PLURAL, AND VICE
VERSA, WHENEVER AND AS OFTEN AS MAY BE APPROPRIATE.
7.11
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEVADA. THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE SUBJECT
TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEVADA. THE PARTIES
TO THIS AGREEMENT AGREE THAT ANY BREACH OF ANY TERM OR CONDITION OF THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE DEEMED TO BE A BREACH
OCCURRING
IN THE STATE OF NEVADA BY VIRTUE OF A FAILURE TO PERFORM AN ACT REQUIRED TO BE
PERFORMED IN THE STATE OF NEVADA. THE PARTIES TO THIS AGREEMENT IRREVOCABLY AND
EXPRESSLY AGREE TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF
NEVADA FOR THE PURPOSE OF RESOLVING ANY DISPUTES AMONG THE PARTIES RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE PARTIES IRREVOCABLY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW
OR HEREAFTER