SEVERABLE, (B) THIS AGREEMENT WILL BE CONSTRUED AND ENFORCED AS IF SUCH
ILLEGAL, INVALID OR UNENFORCEABLE PROVISION HAD NEVER COMPRISED A PART HEREOF,
(C) THE REMAINING PROVISIONS OF THIS AGREEMENT WILL REMAIN IN FULL FORCE AND
EFFECT AND WILL NOT BE AFFECTED BY THE ILLEGAL, INVALID OR UNENFORCEABLE
PROVISION OR BY ITS SEVERANCE HEREFROM AND (D) IN LIEU OF SUCH ILLEGAL, INVALID
OR UNENFORCEABLE PROVISION, THERE WILL BE ADDED AUTOMATICALLY AS A PART OF THIS
AGREEMENT A LEGAL, VALID AND ENFORCEABLE PROVISION AS SIMILAR IN TERMS TO SUCH
ILLEGAL, INVALID OR UNENFORCEABLE PROVISION AS MAY BE POSSIBLE.
SECTION 9.8
DISCLOSURE SCHEDULE.
ANY DISCLOSURE WITH RESPECT TO A
SECTION OR SCHEDULE OF THIS AGREEMENT, INCLUDING ANY SECTION OF THE DISCLOSURE
SCHEDULE, SHALL BE DEEMED TO BE DISCLOSED FOR OTHER SECTIONS AND SCHEDULES OF
THIS AGREEMENT, INCLUDING ANY SECTION OF THE DISCLOSURE SCHEDULE, TO THE EXTENT
THAT SUCH DISCLOSURE SETS FORTH FACTS IN SUFFICIENT DETAIL SO THAT THE RELEVANCE
OF SUCH DISCLOSURE WOULD BE REASONABLY APPARENT TO A READER OF SUCH DISCLOSURE.
MATTERS REFLECTED IN ANY SECTION OF THIS AGREEMENT, INCLUDING ANY SECTION OF THE
DISCLOSURE SCHEDULE, ARE NOT NECESSARILY LIMITED TO THE MATTERS REQUIRED BY THIS
AGREEMENT TO BE SO REFLECTED.
SUCH ADDITIONAL MATTERS ARE SET FORTH FOR
INFORMATIONAL PURPOSES AND DO NOT NECESSARILY INCLUDE OTHER MATTERS OF A SIMILAR
NATURE.
NO REFERENCE TO OR DISCLOSURE OF ANY ITEM OR OTHER MATTER IN ANY
SECTION OR SCHEDULE OF THIS AGREEMENT, INCLUDING ANY SECTION OF THE DISCLOSURE
SCHEDULE, SHALL
47
BE CONSTRUED AS AN ADMISSION OR INDICATION THAT SUCH ITEM OR OTHER MATTER IS
MATERIAL OR THAT SUCH ITEM OR OTHER MATTER IS REQUIRED TO BE REFERRED TO OR
DISCLOSED IN THIS AGREEMENT.
WITHOUT LIMITING THE FOREGOING, NO SUCH REFERENCE
TO OR DISCLOSURE OF A POSSIBLE BREACH OR VIOLATION OF ANY CONTRACT, LAW OR ORDER
SHALL BE CONSTRUED AS AN ADMISSION OR INDICATION THAT A BREACH OR VIOLATION
EXISTS OR HAS ACTUALLY OCCURRED.
SECTION 9.9
GOVERNING LAW.
THIS AGREEMENT, THE ANCILLARY AGREEMENTS
AND ANY OTHER CLOSING DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE DOMESTIC LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF
DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS
OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
SECTION 9.10
DISPUTE RESOLUTION.
(A)
EXCEPT WITH RESPECT TO ANY REQUEST FOR EQUITABLE RELIEF (INCLUDING
INTERIM RELIEF) BY THE SELLERS ON OR PRIOR TO THE CLOSING DATE, ANY DISPUTE,
CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT, OR THE VALIDITY, INTERPRETATION, BREACH OR TERMINATION OF
THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, INCLUDING CLAIMS SEEKING REDRESS OR
ASSERTING RIGHTS UNDER ANY LAW (A "DISPUTE"), SHALL BE RESOLVED IN ACCORDANCE
WITH THE PROCEDURES SET FORTH IN THIS SECTION 9.10.
UNTIL COMPLETION OF SUCH
PROCEDURES, NO PARTY MAY TAKE ANY ACTION TO FORCE A RESOLUTION OF A DISPUTE BY
ANY JUDICIAL