ANY PARTY OF ONE BREACH BY ANOTHER PARTY SHALL BE CONSTRUED AS A WAIVER WITH
RESPECT TO ANY OTHER OR SUBSEQUENT BREACH.
6.04
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING ANY AND ALL
ATTACHMENTS HERETO, IF ANY, CONTAIN THE ENTIRE AGREEMENT AND UNDERSTANDING
BETWEEN THE PARTIES HERETO, AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS.
6.05
PARTIAL INVALIDITY.
IN THE EVENT THAT ANY CONDITION, COVENANT, OR
OTHER PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID OR VOID BY ANY COURT OF
COMPETENT JURISDICTION, IT SHALL BE DEEMED SEVERABLE FROM THE REMAINDER OF THIS
AGREEMENT AND SHALL IN NO WAY AFFECT ANY OTHER CONDITION, COVENANT OR OTHER
PROVISION OF THE AGREEMENT.
IF SUCH CONDITION, COVENANT, OR OTHER PROVISION IS
HELD TO BE INVALID DUE TO ITS SCOPE OR BREADTH, IT IS AGREED THAT IT SHALL BE
DEEMED TO REMAIN VALID TO THE EXTENT PERMITTED BY LAW.
6.06
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN ONE
OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
FACSIMILE
SIGNATURES WILL BE ACCEPTABLE TO ALL PARTIES.
6.07
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS, AND OTHER COMMUNICATIONS
UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY
GIVEN ON THE DATE OF SERVICE IF SERVED PERSONALLY ON THE PARTY TO WHOM NOTICE IS
TO BE GIVEN, OR ON THE THIRD DAY AFTER MAILING IF MAILED TO THE PARTY TO WHOM
NOTICE IS TO BE GIVEN, BY FIRST CLASS MAIL, REGISTERED OR CERTIFIED, POSTAGE
PREPAID, OR ON THE SECOND DAY IF FAXED, AND PROPERLY ADDRESSED OR FAXED AS
FOLLOWS:
If to the Purchaser:
Yaojun "Larry" Liu
1528 Brookhollow Drive
Santa Ana, CA 92705
Email: 
Phone:
(949) 324-8855
If to the Sellers:
If to the Company:
Power Gala Corp.
4515 12th Avenue
Brooklyn, NY 11219
Attn: Shmuel Ulano
Phone: (718) 208-1889
With a copy to (which shall not constitute notice):
Szaferman Lakind Blumstein & Blader, PC
101 Grovers Mill Road
Second Floor
Lawrenceville, NJ 08648
Attn: Gregg E. Jaclin, Esq.
Phone: (609) 275-0400
9
6.08
BINDING EFFECT.
THIS AGREEMENT SHALL INURE TO AND BE BINDING
UPON THE HEIRS, EXECUTORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF
EACH OF THE PARTIES TO THIS AGREEMENT
6.09
EFFECT OF CLOSING.
ALL REPRESENTATIONS, WARRANTIES, COVENANTS,
AND AGREEMENTS OF THE PARTIES CONTAINED IN THIS AGREEMENT, OR IN ANY INSTRUMENT,
CERTIFICATE, OPINION, OR OTHER WRITING PROVIDED FOR IN IT, SHALL BE TRUE AND
CORRECT AS OF THE CLOSING AND SHALL SURVIVE THE CLOSING OF THIS AGREEMENT FOR A
PERIOD OF ONE YEAR.
6.10
MUTUAL COOPERATION.
THE PARTIES HERETO SHALL COOPERATE WITH EACH
OTHER TO ACHIEVE THE PURPOSE OF THIS AGREEMENT, AND SHALL EXECUTE SUCH OTHER AND
FURTHER DOCUMENTS AND TAKE SUCH OTHER AND FURTHER ACTIONS AS MAY BE NECESSARY OR
CONVENIENT TO EFFECT THE TRANSACTION DESCRIBED HEREIN.
6.11
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
SOLELY AND EXCLUSIVELY IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
DELAWARE WITHOUT REGARD TO THE CONFLICTS