This Agreement and the agreements contemplated by this Agreement and the Merger
Agreement (if and to the extent a Party is a party thereto) represent the entire
understanding of the parties hereto with reference to the transactions
contemplated hereby and supersedes any and all other oral or written agreements
heretofore made.
SECTION 8.3
BINDING EFFECT AND ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS. EXCEPT AS
CONTEMPLATED IN SECTION 7.1, NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS
INTENDED TO CONFER UPON ANY PERSON OTHER THAN THE PARTIES HERETO AND THEIR
RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS, ANY RIGHTS, BENEFITS OR OBLIGATIONS
HEREUNDER. NO PARTY HERETO MAY ASSIGN, TRANSFER, DISPOSE OF OR OTHERWISE
ALIENATE THIS AGREEMENT OR ANY OF ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER
THIS AGREEMENT (WHETHER BY OPERATION OF LAW OR OTHERWISE), EXCEPT IN THE CASE OF
A SELLER THAT IS A NATURAL PERSON, BY PROBATE TO SUCH SELLER'S ESTATE; PROVIDED
THAT BUYER MAY ASSIGN ITS RIGHTS UNDER THIS AGREEMENT TO AN AFFILIATE OF BUYER,
BUT ANY SUCH ASSIGNMENT SHALL NOT RELIEVE BUYER OF ITS OBLIGATIONS HEREUNDER.
ANY ATTEMPTED ASSIGNMENT, TRANSFER, DISPOSITION OR ALIENATION IN VIOLATION OF
THIS AGREEMENT SHALL BE NULL, VOID AND INEFFECTIVE.
SECTION 8.4
SEVERABILITY. IF ANY TERM OR
OTHER PROVISION OF THIS AGREEMENT IS INVALID, ILLEGAL, OR INCAPABLE OF BEING
ENFORCED BY ANY RULE OF APPLICABLE LAW, OR PUBLIC POLICY, ALL OTHER CONDITIONS
AND PROVISIONS OF THIS AGREEMENT SHALL NEVERTHELESS REMAIN IN FULL FORCE AND
EFFECT SO LONG AS THE ECONOMIC OR LEGAL SUBSTANCE OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT ARE NOT AFFECTED IN ANY MANNER MATERIALLY ADVERSE
TO ANY PARTY HERETO. UPON SUCH DETERMINATION THAT ANY TERM OR OTHER PROVISION IS
INVALID, ILLEGAL, OR INCAPABLE OF BEING ENFORCED, THE PARTIES HERETO SHALL
NEGOTIATE IN GOOD FAITH TO MODIFY THIS AGREEMENT SO AS TO EFFECT THE ORIGINAL
INTENT OF THE PARTIES HERETO AS CLOSELY AS POSSIBLE IN A MUTUALLY ACCEPTABLE
MANNER IN ORDER THAT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE
CONSUMMATED AS ORIGINALLY CONTEMPLATED TO THE FULLEST EXTENT POSSIBLE.
SECTION 8.5
HEADINGS. THE HEADINGS
CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND ARE NOT PART OF
THIS AGREEMENT.
SECTION 8.6
GOVERNING LAW; JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES
THEREOF (EXCEPT TO THE EXTENT THAT MANDATORY PROVISIONS OF FEDERAL OR DELAWARE
LAW GOVERN). THE PARTIES HERETO AGREE THAT ANY SUIT, ACTION OR PROCEEDING
SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN
CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
BROUGHT IN ANY FEDERAL COURT LOCATED IN THE STATE OF COLORADO (OR STATE COURT IF
SUBJECT MATTER JURISDICTION PREVENTS MAINTAINING AN ACTION IN FEDERAL COURT),
AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF SUCH
COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM)