INDEPENDENT EXPERT
DETERMINES APPROPRIATE (PROVIDED THAT SUCH AWARD OF COSTS AND FEES MAY NOT
EXCEED THE AMOUNT OF SUCH COSTS AND FEES INCURRED BY THE LOSING PARTY IN THE
ARBITRATION).
(E)
THE DECISION AND AWARD OF THE INDEPENDENT
EXPERT SHALL BE BINDING UPON THE PARTIES AND FINAL AND NONAPPEALABLE TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND JUDGMENT THEREON MAY BE ENTERED
IN A COURT OF COMPETENT JURISDICTION AND ENFORCED BY ANY PARTY AS A FINAL
JUDGMENT OF SUCH COURT.
17.2
GOVERNING LAW.
THIS AGREEMENT AND ALL
INSTRUMENTS EXECUTED IN ACCORDANCE WITH IT SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF
LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE
LAWS OF ANOTHER JURISDICTION.
17.3
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING ALL
EXHIBITS ATTACHED HERETO AND MADE A PART HEREOF, TOGETHER WITH THE
CONFIDENTIALITY AGREEMENT, THE DEFECTS ESCROW AGREEMENT AND THE DEPOSIT ESCROW
AGREEMENT, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS,
43
UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE
PARTIES WITH RESPECT TO SAME.
NO SUPPLEMENT, AMENDMENT, ALTERATION,
MODIFICATION, WAIVER OR TERMINATION OF THIS AGREEMENT SHALL BE BINDING UNLESS
EXECUTED IN WRITING BY THE PARTIES.
17.4
WAIVER.
NO WAIVER OF ANY OF THE PROVISIONS OF
THIS AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER
PROVISIONS HEREOF (WHETHER OR NOT SIMILAR), NOR SHALL SUCH WAIVER CONSTITUTE A
CONTINUING WAIVER UNLESS OTHERWISE EXPRESSLY PROVIDED.
17.5
CAPTIONS.
THE CAPTIONS IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND SHALL NOT BE CONSIDERED A PART OF OR AFFECT THE
CONSTRUCTION OR INTERPRETATION OF ANY PROVISION OF THIS AGREEMENT.
17.6
ASSIGNMENT.
(A)
NOBLE HEREBY CONSENTS TO AN ASSIGNMENT OR
OTHER TRANSFER BY PURCHASER OF ITS RIGHTS UNDER THIS AGREEMENT OR ANY OF THE
ASSETS, IT BEING UNDERSTOOD, HOWEVER, THAT ANY SUCH TRANSFER BY PURCHASER SHALL
NOT RELIEVE PURCHASER OF ANY ACCRUED AND/OR FUTURE LIABILITIES OR OBLIGATIONS
HEREUNDER OR ARISING OUT OF OR INCIDENT TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY UNLESS NOBLE HAS DISCHARGED PURCHASER EXPRESSLY AND IN
WRITING, AND PURCHASER SHALL BE AND SHALL REMAIN JOINTLY AND SEVERALLY (OR
SOLIDARILY IF LOUISIANA LAW IS DETERMINED TO APPLY) LIABLE WITH ITS TRANSFEREE
FOR THE FULL AND FAITHFUL PERFORMANCE OF ALL ACCRUED AND/OR FUTURE OBLIGATIONS
AND SATISFACTION OF ALL ACCRUED AND/OR FUTURE LIABILITIES UNDER THIS AGREEMENT
AND/OR ARISING OUT OF OR INCIDENT TO THE TRANSACTIONS CONTEMPLATED HEREBY.
(B)
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES AND
THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
17.7
NOTICES.
ANY NOTICE PROVIDED OR PERMITTED TO BE
GIVEN UNDER THIS AGREEMENT SHALL BE IN WRITING, AND MAY BE SERVED BY PERSONAL
DELIVERY, FACSIMILE OR BY DEPOSITING SAME IN THE MAIL, ADDRESSED TO THE PARTY TO
BE NOTIFIED, POSTAGE PREPAID, AND REGISTERED OR CERTIFIED WITH A RETURN RECEIPT
REQUESTED. NOTICE DEPOSITED IN THE