hereto.
The section headings and
any table of contents contained in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.
SECTION 10.13
SEVERABILITY.
ANY TERM OR PROVISION OF THIS AGREEMENT
WHICH IS INVALID OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO THAT
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY OR
UNENFORCEABILITY WITHOUT RENDERING INVALID OR UNENFORCEABLE THE REMAINING TERMS
AND PROVISIONS OF THIS AGREEMENT OR AFFECTING THE VALIDITY OR ENFORCEABILITY OF
ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT IN ANY OTHER JURISDICTION.
IF
ANY PROVISION OF THIS AGREEMENT IS SO BROAD AS TO BE UNENFORCEABLE, THE
PROVISION SHALL BE INTERPRETED TO BE ONLY SO BROAD AS IS ENFORCEABLE.
SECTION 10.14
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL
OF WHICH TOGETHER SHALL BE DEEMED TO BE ONE AND THE SAME INSTRUMENT.
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SECTION 10.15
TIME OF ESSENCE.
WITH REGARD TO ALL DATES AND TIME
PERIODS SET FORTH OR REFERRED TO IN THIS AGREEMENT, TIME IS OF THE ESSENCE.
SECTION 10.16
POWER OF ATTORNEY.
EACH SELLER PARTY HEREBY IRREVOCABLY
MAKES, CONSTITUTES AND APPOINTS GORDON L.K. SMITH AS ITS REPRESENTATIVE (THE
"SELLER PARTY REPRESENTATIVE") AND ITS TRUE AND LAWFUL ATTORNEY-IN-FACT, WITH
FULL POWER AND AUTHORITY, IN THE NAME AND ON BEHALF OF EACH SELLER PARTY, TO ACT
ON BEHALF OF EACH OF THEM IN THE ABSOLUTE DISCRETION OF THE SELLER PARTY
REPRESENTATIVE WITH RESPECT TO ALL MATTERS ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT AND, IN GENERAL, TO DO ALL THINGS AND TO PERFORM ALL ACTS,
INCLUDING EXECUTING AND DELIVERING AGREEMENTS (INCLUDING AMENDMENTS TO THIS
AGREEMENT), CERTIFICATES, RECEIPTS, INSTRUCTIONS OR OTHER INSTRUMENTS
CONTEMPLATED BY THIS AGREEMENT OR DEEMED ADVISABLE TO EFFECTUATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THIS POWER OF ATTORNEY AND ALL
AUTHORITY CONFERRED HEREBY SHALL BE COUPLED WITH AN INTEREST AND IRREVOCABLE AND
SHALL NOT BE TERMINATED BY ANY ACT OF ANY SELLER PARTY OR BY OPERATION OF LAW,
WHETHER BY THE BANKRUPTCY, DISSOLUTION, LIQUIDATION, DEATH, DISABILITY OR
INCAPACITY OF A SELLER PARTY OR BY THE OCCURRENCE OF ANY OTHER EVENT OR EVENTS.
EACH SELLER PARTY HEREBY CONSENTS TO THE TAKING OF ANY AND ALL ACTIONS AND THE
MAKING OF ANY DECISIONS REQUIRED OR PERMITTED TO BE TAKEN OR MADE BY THE SELLER
PARTY REPRESENTATIVE PURSUANT TO THIS SECTION 10.15.
EACH SELLER PARTY AGREES
THAT THE SELLER PARTY REPRESENTATIVE SHALL HAVE NO OBLIGATION OR LIABILITY TO
ANY PERSON FOR ANY ACT OR OMISSION TAKEN OR OMITTED BY THE SELLER PARTY
REPRESENTATIVE IN GOOD FAITH HEREUNDER, AND THE SELLER PARTIES SHALL INDEMNIFY
AND HOLD THE SELLER PARTY REPRESENTATIVE HARMLESS FROM AND AGAINST ANY AND ALL
LOSS, DAMAGE, EXPENSE OR LIABILITY (INCLUDING REASONABLE COUNSEL FEES AND
EXPENSES) WHICH THE SELLER PARTY REPRESENTATIVE MAY SUSTAIN AS A RESULT OF ANY
SUCH ACTION OR OMISSION BY THE SELLER PARTY REPRESENTATIVE HEREUNDER.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement