ALL
ACTIONS, AND TO DO, OR CAUSE TO BE DONE, ALL THINGS, REASONABLY NECESSARY,
PROPER OR ADVISABLE UNDER APPLICABLE LAWS, REGULATIONS AND AGREEMENTS OR
OTHERWISE TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, USING ITS REASONABLE BEST EFFORTS TO
OBTAIN ANY CONSENTS AND APPROVALS AND TO MAKE ANY FILINGS AND APPLICATIONS
NECESSARY OR DESIRABLE IN ORDER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT; PROVIDED THAT NO PARTY SHALL BE OBLIGATED TO PAY ANY
CONSIDERATION THEREFOR (EXCEPT FOR FILING FEES AND OTHER SIMILAR CHARGES) TO ANY
THIRD-PARTY FROM WHOM SUCH CONSENTS, APPROVALS AND AMENDMENTS ARE REQUESTED OR
TO TAKE ANY ACTION OR OMIT TO TAKE ANY ACTION IF THE TAKING OF OR THE OMISSION
TO TAKE SUCH ACTION WOULD BE UNREASONABLY BURDENSOME TO THE PARTY.
10.11
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT ARE
SEVERABLE AND SHOULD ANY PROVISION OF THIS AGREEMENT BE VOID, VOIDABLE OR
UNENFORCEABLE UNDER ANY APPLICABLE LAW, SUCH PROVISION SHALL NOT AFFECT OR
INVALIDATE ANY OTHER PROVISION OF THIS AGREEMENT, WHICH SHALL CONTINUE TO GOVERN
THE RELATIVE RIGHTS AND DUTIES OF THE PARTIES AS THOUGH SUCH VOID, VOIDABLE OR
UNENFORCEABLE PROVISION WERE NOT PART OF THIS AGREEMENT.
18
10.12
GOVERNING LAW.
SUBJECT TO FEDERAL LAW, THIS AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF SUCH STATE.
10.13
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS EACH OF WHICH SHALL BE DEEMED AN ORIGINAL INSTRUMENT, BUT ALL
OF WHICH TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
10.14
DISPUTES.
(A)
RESOLUTION OF ANY AND ALL DISPUTES ARISING
FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT,
STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, DISPUTES IN CONNECTION WITH
CLAIMS BY THIRD PARTIES (COLLECTIVELY, "DISPUTES"), SHALL BE SUBJECT TO THE
PROVISIONS OF THIS SECTION 10.14; PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN
THIS AGREEMENT SHALL PRECLUDE EITHER PARTY FROM SEEKING OR OBTAINING (I)
INJUNCTIVE RELIEF OR (II) EQUITABLE OR OTHER JUDICIAL RELIEF TO ENFORCE THE
PROVISIONS OF THIS AGREEMENT OR TO PRESERVE THE STATUS QUO PENDING RESOLUTION OF
DISPUTES HEREUNDER.
(B)
EITHER PARTY MAY GIVE THE OTHER PARTY
WRITTEN NOTICE OF ANY DISPUTE NOT RESOLVED IN THE NORMAL COURSE OF BUSINESS.
THE PARTIES SHALL ATTEMPT IN GOOD FAITH TO RESOLVE ANY DISPUTE PROMPTLY BY
NEGOTIATION BETWEEN EXECUTIVES OF THE PARTIES WHO HAVE AUTHORITY TO SETTLE THE
CONTROVERSY AND WHO ARE AT A HIGHER LEVEL OF MANAGEMENT THAN THE PERSONS WITH
DIRECT RESPONSIBILITY FOR ADMINISTRATION OF THIS AGREEMENT.
WITHIN 30 DAYS
AFTER DELIVERY OF THE NOTICE, THE FOREGOING EXECUTIVES OF BOTH PARTIES SHALL
MEET AT A MUTUALLY ACCEPTABLE TIME AND PLACE, AND THEREAFTER AS OFTEN AS THEY
REASONABLY DEEM NECESSARY FOR A PERIOD NOT TO EXCEED 15 BUSINESS DAYS, TO
ATTEMPT TO RESOLVE THE DISPUTE.
ALL REASONABLE REQUESTS FOR INFORMATION MADE BY
ONE PARTY TO THE OTHER WILL BE HONORED.
IF THE PARTIES DO NOT RESOLVE THE
DISPUTE WITHIN