QUESTIONS OF ARBITRATION LAW OR PROCEDURE ARISING
HEREUNDER) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
MEXICO DF, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR
RULE THAT WOULD
CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTIONS OTHER THAN
THOSE OF MEXICO DF.
10.9
AMENDMENTS AND WAIVERS.
THE PARTIES MAY MUTUALLY AMEND ANY
PROVISION OF THIS AGREEMENT AT ANY TIME PRIOR TO THE CLOSING.
NO AMENDMENT OF
ANY PROVISION OF THIS AGREEMENT SHALL BE VALID UNLESS THE SAME SHALL BE IN
WRITING AND SIGNED BY EACH OF THE PARTIES.
NO WAIVER BY EITHER PARTY OF ANY
RIGHT OR REMEDY HEREUNDER SHALL BE VALID UNLESS THE SAME SHALL BE IN WRITING AND
SIGNED BY THE PARTY GIVING SUCH WAIVER.
NO WAIVER BY EITHER PARTY WITH RESPECT
TO ANY DEFAULT, MISREPRESENTATION, OR BREACH OF WARRANTY OR COVENANT HEREUNDER
SHALL BE DEEMED TO EXTEND TO ANY PRIOR OR SUBSEQUENT DEFAULT, MISREPRESENTATION,
OR BREACH OF WARRANTY OR COVENANT HEREUNDER OR AFFECT IN ANY WAY ANY RIGHTS
ARISING BY VIRTUE OF ANY PRIOR OR SUBSEQUENT SUCH OCCURRENCE.
39
10.10
SEVERABILITY.
ANY TERM OR PROVISION OF THIS AGREEMENT THAT IS
INVALID OR UNENFORCEABLE IN ANY SITUATION IN ANY JURISDICTION SHALL NOT AFFECT
THE VALIDITY OR ENFORCEABILITY OF THE REMAINING TERMS AND PROVISIONS HEREOF OR
THE VALIDITY OR ENFORCEABILITY OF THE OFFENDING TERM OR PROVISION IN ANY OTHER
SITUATION OR IN ANY OTHER JURISDICTION.
IF THE FINAL JUDGMENT OF A COURT OF
COMPETENT JURISDICTION DECLARES THAT ANY TERM OR PROVISION HEREOF IS INVALID OR
UNENFORCEABLE, THE PARTIES AGREE THAT THE COURT MAKING THE DETERMINATION OF
INVALIDITY OR UNENFORCEABILITY SHALL HAVE THE POWER TO LIMIT THE TERM OR
PROVISION, TO DELETE SPECIFIC WORDS OR PHRASES, OR TO REPLACE ANY INVALID OR
UNENFORCEABLE TERM OR PROVISION WITH A TERM OR PROVISION THAT IS VALID AND
ENFORCEABLE AND THAT COMES CLOSEST TO EXPRESSING THE INTENTION OF THE INVALID OR
UNENFORCEABLE TERM OR PROVISION, AND THIS AGREEMENT SHALL BE ENFORCEABLE AS SO
MODIFIED.
10.11
EXPENSES.
EXCEPT AS SPECIFICALLY SET FORTH THIS AGREEMENT
(INCLUDING ARTICLE VII), EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES
(INCLUDING LEGAL FEES AND EXPENSES) INCURRED IN CONNECTION WITH THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY.
10.12
SPECIFIC PERFORMANCE.
EACH PARTY ACKNOWLEDGES AND AGREES THAT THE
OTHER PARTY WOULD BE DAMAGED IRREPARABLY IN THE EVENT ANY OF THE PROVISIONS OF
THIS AGREEMENT (INCLUDING SECTIONS 6.1 AND 6.2) ARE NOT PERFORMED IN ACCORDANCE
WITH THEIR SPECIFIC TERMS OR OTHERWISE ARE BREACHED.
ACCORDINGLY, EACH PARTY
AGREES THAT THE OTHER PARTY SHALL BE ENTITLED TO AN INJUNCTION OR OTHER
EQUITABLE RELIEF TO PREVENT BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND TO
ENFORCE SPECIFICALLY THIS AGREEMENT AND THE TERMS AND PROVISIONS HEREOF IN ANY
ACTION INSTITUTED IN ANY COURT OF THE UNITED STATES OR ANY STATE THEREOF HAVING
JURISDICTION OVER THE PARTIES AND THE MATTER, IN ADDITION TO ANY OTHER REMEDY TO
WHICH IT MAY BE ENTITLED, AT LAW OR IN EQUITY. NOTWITHSTANDING THE FOREGOING,
THE PARTIES AGREE THAT IF A