WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTIES; PROVIDED, HOWEVER, THAT PURCHASER MAY
ASSIGN ALL OR PART OF ITS RIGHTS UNDER THIS AGREEMENT AND DELEGATE ALL OR PART
OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO ONE OR MORE CORPORATIONS OR OTHER
ENTITIES WHO ARE AFFILIATES, IN WHICH EVENT ALL THE RIGHTS AND POWERS OF
PURCHASER AND REMEDIES AVAILABLE TO IT UNDER THIS AGREEMENT SHALL EXTEND TO AND
BE ENFORCEABLE BY EACH SUCH AFFILIATE.
ANY SUCH ASSIGNMENT AND DELEGATION SHALL
NOT RELEASE PURCHASER FROM ITS OBLIGATIONS UNDER THIS AGREEMENT, AND FURTHER
PURCHASER GUARANTEES TO SELLER THE PERFORMANCE BY EACH SUCH AFFILIATE OF ITS
OBLIGATIONS UNDER THIS AGREEMENT.
IN THE EVENT OF ANY SUCH ASSIGNMENT AND
DELEGATION THE TERM "PURCHASER" AS USED IN THIS AGREEMENT SHALL BE DEEMED TO
REFER TO EACH SUCH AFFILIATE OF PURCHASER WHERE REFERENCE IS MADE TO ACTIONS TO
BE TAKEN WITH RESPECT TO THE
32
acquisition of the Facility or Purchased Assets, and shall be deemed to include
both Purchaser and each such Affiliate where appropriate.
This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
successors and permitted assigns.
15.05
SAVINGS CLAUSE.
IF ANY PROVISION HEREOF SHALL BE HELD INVALID OR
UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION OR AS A RESULT OF FUTURE
LEGISLATIVE ACTION, SUCH HOLDING OR ACTION SHALL BE STRICTLY CONSTRUED AND SHALL
NOT AFFECT THE VALIDITY OR EFFECT OF ANY OTHER PROVISION HEREOF.
15.06
HEADINGS.
THE CAPTIONS OF THE VARIOUS ARTICLES AND SECTIONS OF THIS
AGREEMENT HAVE BEEN INSERTED ONLY FOR CONVENIENCE OF REFERENCE AND SHALL NOT BE
DEEMED TO MODIFY, EXPLAIN, ENLARGE OR RESTRICT ANY OF THE PROVISIONS OF THIS
AGREEMENT.
15.07
RISK OF LOSS.
RISK OF LOSS, DAMAGE OR DESTRUCTION TO THE PURCHASED
ASSETS SHALL BE UPON SELLER UNTIL THE CLOSING, AND SHALL THEREAFTER BE UPON
PURCHASER.
15.08
GOVERNING LAW.
THE VALIDITY, INTERPRETATION AND EFFECT OF THIS
AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY THE LAWS OF THE STATE OF OHIO.
15.09
DISPUTE RESOLUTION.
(A)
IF ANY ISSUE, DISPUTE, CLAIM OR CONTROVERSY SHOULD ARISE OUT OF OR
RELATE TO THIS AGREEMENT INVOLVING THE PARTIES HERETO ("DISPUTE") AND THE
PARTIES HERETO ARE UNABLE TO RESOLVE THE DISPUTE ON OR BEFORE THE THIRTIETH
(30TH) DAY FOLLOWING WRITTEN NOTICE OF SUCH DISPUTE BY A PARTY TO THE OTHER
PARTY, WHICH NOTICE DESCRIBES IN REASONABLE DETAIL THE NATURE OF THE DISPUTE AND
THE FACTS AND CIRCUMSTANCES RELATING THERETO, PURCHASER SHALL NOMINATE A MEMBER
OF ITS SENIOR MANAGEMENT TEAM AND SELLER SHALL NOMINATE A MEMBER OF ITS SENIOR
MANAGEMENT TEAM FOR THE PURPOSE OF A MEETING BETWEEN SUCH REPRESENTATIVES AT A
MUTUALLY AGREEABLE TIME AND PLACE TO RESOLVE SUCH DISPUTE.
SUCH MEETING SHALL
TAKE PLACE ON OR BEFORE FORTY-FIVE (45) DAYS FOLLOWING THE DATE OF THE NOTICE OF
THE DISPUTE BY A PARTY TO THE OTHER PARTY, AND IF THE DISPUTE HAS NOT BEEN
RESOLVED WITHIN FIFTEEN (15) DAYS FOLLOWING SUCH MEETING, ANY PARTY MAY SUBMIT
SUCH DISPUTE TO BINDING ARBITRATION UNDER THIS SECTION 15.09.
(B)
UPON