ARTICLE 8
GENERAL PROVISIONS
SECTION 8.1
TERMINATION OF AGREEMENT. THIS AGREEMENT MAY BE
TERMINATED AT ANY TIME PRIOR TO THE CLOSING (I) BY MUTUAL WRITTEN CONSENT OF THE
PARTIES, (II) BY SELLERS UPON ANY BREACH OF THIS AGREEMENT BY PURCHASER AT ANY
TIME OR IF THE CLOSING SHALL NOT HAVE OCCURRED BY THE TERMINATION DATE, FOR ANY
REASON OTHER THAN A BREACH OF THIS AGREEMENT BY SELLERS OR (III) BY PURCHASER
UPON ANY BREACH OF THIS AGREEMENT BY SELLERS AT ANY TIME OR IF THE CLOSING SHALL
NOT HAVE OCCURRED BY THE TERMINATION DATE, FOR ANY REASON OTHER THAN A BREACH OF
THIS AGREEMENT BY PURCHASER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
SECTION 8.1 AND ANY PROVISIONS OF THIS AGREEMENT WHICH BY THEIR EXPRESS TERMS
SURVIVE THE TERMINATION OF THIS AGREEMENT, NEITHER PARTY SHALL HAVE ANY
LIABILITY TO THE OTHER HEREUNDER OF ANY NATURE, INCLUDING ANY LIABILITY FOR
DAMAGES, AS A RESULT OF A TERMINATION OF THIS AGREEMENT.
SECTION 8.2
NOTICES. ANY NOTICE, REQUEST, INSTRUCTION,
CORRESPONDENCE OR OTHER DOCUMENT TO BE GIVEN HEREUNDER BY EITHER PARTY TO THE
OTHER (HEREIN COLLECTIVELY CALLED "NOTICE") SHALL BE IN WRITING AND DELIVERED IN
PERSON OR BY COURIER SERVICE REQUIRING ACKNOWLEDGMENT OF RECEIPT OF DELIVERY OR
MAILED BY CERTIFIED MAIL, POSTAGE PREPAID AND RETURN RECEIPT REQUESTED, OR BY
FAX, AS FOLLOWS:
Sellers:
NCS I LLC
5221 N. O'Connor Boulevard
Suite 700
Irving, TX
75201
Attention: Jon Pettee
Fax:
972-532-4380
Purchaser:
American Business Lending, Inc.
c/o FirstCity Financial Corporation
Attn: Legal Dept
6400 Imperial Drive (for courier delivery)
Waco, TX
76712
P.O. Box 8216 (for mail delivery)
Waco, TX 76714-8216
Fax:
254-761-2953
Notice given by personal delivery, courier service or mail shall be effective
upon actual receipt. Notice given by fax shall be confirmed by appropriate
answer back and shall be effective upon actual receipt if received during the
recipient's normal business hours, or at the
ASSET PURCHASE AGREEMENT - PAGE 19
beginning of the recipient's next Business Day after receipt if not received
during the recipient's normal business hours. All Notices by fax shall be
confirmed promptly after transmission in writing by certified mail or personal
delivery. Any Party may change any address to which Notice is to be given to it
by giving Notice as provided above of such change of address.
SECTION 8.3
GOVERNING LAW. THE PROVISIONS OF THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS (EXCLUDING ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER SAME
TO THE LAWS OF ANOTHER JURISDICTION), EXCEPT TO THE EXTENT THAT SAME ARE
MANDATORILY SUBJECT TO THE LAWS OF ANOTHER JURISDICTION PURSUANT TO THE LAWS OF
SUCH OTHER JURISDICTION. THE PARTIES HERETO AGREE THAT VENUE AND JURISDICTION
REGARDING ANY ACTION HEREUNDER SHALL BE EXCLUSIVELY IN ANY STATE OR FEDERAL
COURT IN DALLAS, TEXAS.
SECTION 8.4
ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS. THIS AGREEMENT
(INCLUDING ANY EXHIBITS AND SCHEDULES HERETO) CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO PERTAINING TO THE SUBJECT MATTER