REASON OF THIS
AGREEMENT.
9.11
VALIDITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF
THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISIONS OF THIS AGREEMENT, EACH OF WHICH SHALL REMAIN IN FULL FORCE AND
EFFECT.
IF ANY TERM OR OTHER PROVISION OF THIS AGREEMENT IS INVALID, ILLEGAL OR
INCAPABLE OF BEING ENFORCED BY ANY LAW OR PUBLIC POLICY, ALL OTHER TERMS AND
PROVISIONS OF THIS AGREEMENT SHALL NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT
FOR SO LONG AS THE ECONOMIC OR LEGAL SUBSTANCE OF THE TRANSACTIONS IS NOT
AFFECTED IN ANY MANNER MATERIALLY ADVERSE TO EITHER PARTY HERETO.
UPON SUCH
DETERMINATION THAT ANY TERM OR OTHER PROVISION IS INVALID, ILLEGAL OR INCAPABLE
OF BEING ENFORCED, THE PARTIES HERETO SHALL NEGOTIATE IN GOOD FAITH TO MODIFY
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THIS AGREEMENT SO AS TO EFFECT THE ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS
POSSIBLE IN AN ACCEPTABLE MANNER IN ORDER THAT THE TRANSACTIONS ARE CONSUMMATED
AS ORIGINALLY CONTEMPLATED TO THE GREATEST EXTENT POSSIBLE.
9.12
ATTORNEYS' FEES.
IF ANY DISPUTE AMONG THE PARTIES TO THIS
AGREEMENT RESULTS IN LITIGATION, THE PREVAILING PARTY IN SUCH DISPUTE SHALL BE
ENTITLED TO RECOVER FROM THE LOSING PARTY ALL FEES, COSTS AND EXPENSES OF
ENFORCING ANY RIGHT OF SUCH PREVAILING PARTY UNDER OR WITH RESPECT TO THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION, ALL FEES, COSTS AND EXPENSES OF
APPEALS.
9.13
CURRENCY.
ALL REFERENCES TO CURRENCY, MONETARY VALUES AND DOLLARS
SET FORTH HEREIN SHALL MEAN UNITED STATES (U.S.) DOLLARS.
9.14
CAPTIONS.
THE ARTICLE, SECTION AND PARAGRAPH CAPTIONS HEREIN ARE
FOR CONVENIENCE OF REFERENCE ONLY, DO NOT CONSTITUTE PART OF THIS AGREEMENT AND
SHALL NOT BE DEEMED TO LIMIT OR OTHERWISE AFFECT ANY OF THE PROVISIONS HEREOF.
9.15
PUBLIC ANNOUNCEMENTS.
AT ALL TIMES AT OR BEFORE THE CLOSING,
NEITHER SELLER NOR PURCHASER WILL ISSUE OR MAKE ANY REPORTS, STATEMENTS OR
RELEASES TO THE PUBLIC WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY WITHOUT THE CONSENT OF THE OTHER, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD.
IF EITHER PARTY IS UNABLE TO OBTAIN THE APPROVAL OF ITS
PUBLIC REPORT, STATEMENT OR RELEASE FROM THE OTHER PARTY AND THE PARTY SEEKING
SUCH APPROVAL REASONABLY CONSIDERS SUCH REPORT, STATEMENT OR RELEASE TO BE
REQUIRED BY LAW IN ORDER TO DISCHARGE SUCH PARTY'S DISCLOSURE OBLIGATIONS, THEN
SUCH PARTY MAY MAKE OR ISSUE THE LEGALLY REQUIRED REPORT, STATEMENT OR RELEASE
AND PROMPTLY FURNISH THE OTHER PARTY WITH A COPY THEREOF.
SELLER AND PURCHASER
WILL ALSO OBTAIN THE OTHER PARTY'S PRIOR APPROVAL OF ANY PRESS RELEASE TO BE
46
issued immediately following the Closing announcing the consummation of the
transactions contemplated by this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
HEDWIGS LAS VEGAS TOP TIER, LLC,
a Delaware limited liability company
By:
Hedwigs Las Vegas GP, LLC,
a Delaware limited liability company
Its Managing Member
By:
NTH Advisory Group, LLC
a California limited liability
company
Its managing member
By:
/s/ Richard Bosworth