BUYER'S LOSS
IN THE EVENT OF ANY SUCH FAILURE BY SELLER.
WITHOUT WAIVING OR RELEASING SELLER
FROM ANY OF ITS OTHER REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
CONTAINED HEREIN, SPECIFIC PERFORMANCE WITH RESPECT TO SECTION 10.2(B) SHALL NOT
REQUIRE SELLER TO MAKE A FALSE STATEMENT IN THE OFFICER'S CERTIFICATE OF SELLER.
ARTICLE XV.
MISCELLANEOUS
SECTION 15.1
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT,
AND SHALL BECOME EFFECTIVE WHEN ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY
EACH OF THE PARTIES AND DELIVERED TO THE OTHER PARTY.
SECTION 15.2
GOVERNING LAW; JURISDICTION; PROCESS.
(a)
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
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TEXAS WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW
RULES THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION,
EXCEPT TO THE EXTENT THAT IT IS MANDATORY THAT THE LAW OF ANOTHER JURISDICTION,
WHEREIN OR ADJACENT TO WHICH THE ASSETS ARE LOCATED, SHALL APPLY.
(b)
SUBJECT TO THE ARBITRATION AGREEMENT SET FORTH IN SECTION 15.10,
BUYER CONSENTS TO PERSONAL JURISDICTION IN ANY LEGAL ACTION, SUIT OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT IN ANY COURT, FEDERAL OR STATE, WITHIN HARRIS
COUNTY, TEXAS, HAVING SUBJECT MATTER JURISDICTION AND WITH RESPECT TO ANY SUCH
CLAIM, BUYER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
CLAIM, OR ANY OBJECTION THAT BUYER MAY NOW OR HEREAFTER HAVE, THAT VENUE OR
JURISDICTION IS NOT PROPER WITH RESPECT TO ANY SUCH LEGAL ACTION, SUIT OR
PROCEEDING BROUGHT IN SUCH COURT IN HARRIS COUNTY, TEXAS, INCLUDING ANY CLAIM
THAT SUCH LEGAL ACTION, SUIT OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM AND ANY CLAIM THAT BUYER IS NOT SUBJECT TO
PERSONAL JURISDICTION OR SERVICE OF PROCESS IN SUCH HARRIS COUNTY, TEXAS FORUM.
SECTION 15.3
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE
CONFIDENTIALITY AGREEMENT) AND THE APPENDICES, SCHEDULES AND EXHIBITS HERETO
CONTAIN THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND THERE ARE NO AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS OR
WARRANTIES BETWEEN THE PARTIES OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN.
SECTION 15.4
EXPENSES.
BUYER SHALL BE RESPONSIBLE FOR AND AGREES TO
PAY IN FULL (I) ANY SALES TAXES, INCLUDING ANY PENALTIES AND INTEREST, WHICH MAY
BECOME DUE AND OWING BY REASON OF THE TRANSFER OF THE ASSETS TO THE COMPANY
AND/OR THE ASSIGNMENT OF THE MEMBERSHIP INTERESTS TO BUYER HEREUNDER, (II) ALL
TRANSFER, STAMP, DOCUMENTARY AND SIMILAR TAXES, INCLUDING ANY PENALTIES AND
INTEREST, IMPOSED ON THE PARTIES HERETO (OR ON EITHER PARTY) WITH RESPECT TO ALL
TRANSFERS OF PROPERTY CONTEMPLATED PURSUANT TO THIS AGREEMENT, INCLUDING THE
TRANSFER OF THE ASSETS TO THE COMPANY AND THE ASSIGNMENT OF THE MEMBERSHIP
INTERESTS TO BUYER HEREUNDER, AND (III) ALL RECORDING, FILING OR REGISTRATION
FEES, INCLUDING ANY PENALTIES AND INTEREST, RELATING TO THE FILING, RECORDING OR
REGISTRATION OF THE CONVEYANCE, THE SPECIAL GOVERNMENTAL ASSIGNMENT