(713) 868-7700
E-mail:

with a mandatory copy (which shall not constitute notice) to:
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
Attention:
Charles H. Still
Facsimile:
(713) 651-5246
Confirm:
(713) 651-5151
10
Buyer:
c/o Parman Capital Group, LLC
1000 Louisiana, Suite 5900
Houston, Texas 77002
Attention:
Hushang Ansary
Facsimile:
713-659-3137
Confirm:
713-650-0071
E-mail: 
with a mandatory copy (which shall not constitute notice) to:
Jones Day
222 East 41st Street
New York, NY 10017
Attention:
William F. Henze II
Facsimile:
212-755-7306
Confirm:
212-326-3939
10.
WAIVER. NO COURSE OF DEALING AND NO DELAY ON
THE PART OF EITHER PARTY IN EXERCISING ANY RIGHT, POWER OR REMEDY SHALL OPERATE
AS A WAIVER THEREOF OR OTHERWISE PREJUDICE SUCH PARTY'S RIGHTS, POWERS OR
REMEDIES. NO TERM OR CONDITION OF THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN
WAIVED NOR SHALL THERE BE ANY ESTOPPEL TO ENFORCE ANY PROVISION OF THIS
AGREEMENT EXCEPT BY WRITTEN AGREEMENT OF THE PARTY CHARGED WITH SUCH WAIVER OR
ESTOPPEL. THE WAIVER OF ANY BREACH OF ANY TERM, CONDITION OR PROVISION OF THIS
AGREEMENT SHALL NOT BE CONSTRUED AS A WAIVER OF ANY PRIOR, CONCURRENT OR
SUBSEQUENT BREACH OF THE SAME OR ANY OTHER TERM, CONDITION OR PROVISION HEREOF.
11.
ENTIRE AGREEMENT. THIS AGREEMENT AND THE
SCHEDULES ATTACHED TO THIS AGREEMENT AND THE PURCHASE AGREEMENTS CONSTITUTE THE
FINAL AND ENTIRE AGREEMENT BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER
HEREOF, AND SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS AND UNDERTAKINGS
OF THE PARTIES IN CONNECTION THEREWITH. THIS AGREEMENT MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.
12.
SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, BUT NEITHER THIS AGREEMENT NOR ANY
OF THE RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER SHALL BE ASSIGNED BY EITHER
PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
13.
GOVERNING LAW. THIS AGREEMENT AND THE
PERFORMANCE HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED UNDER, AND
ANY DISPUTE DETERMINED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS,
WITHOUT REGARD TO CONFLICTS-OF-LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION
OF THE LAW OF ANY OTHER JURISDICTION.
14.
CONFIDENTIALITY. THE PARTIES AGREES THAT
THIS AGREEMENT, INCLUDING ALL INFORMATION EXCHANGED OR ACCESSED PURSUANT TO THIS
AGREEMENT AND THE SUPPORT SERVICES PROVIDED
11
HEREUNDER, IS SUBJECT TO, AND THE PARTIES ARE BOUND BY, THE TERMS AND CONDITIONS
IN SECTION 12 OF THE PPD PURCHASE AGREEMENT.
15.
ARBITRATION. IN THE EVENT THERE SHALL EXIST
ANY DISPUTE OR CONTROVERSY WITH RESPECT TO THIS AGREEMENT OR THE PROVIDING OF
SUPPORT SERVICES HERETO OR THE TRANSACTIONS CONTEMPLATED HEREBY, THE PARTIES
HERETO AGREE TO SEEK TO RESOLVE SUCH DISPUTE IN ACCORDANCE WITH SECTION 13.4 OF
THE PPD PURCHASE AGREEMENT.
16.
SEVERABILITY. THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL IN NO WAY AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION HEREOF.