THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.
(K)
SEVERABILITY.
IN THE EVENT THAT ANY ONE OR MORE OF THE PROVISIONS
CONTAINED HEREIN, OR THE APPLICATION THEREOF IN ANY CIRCUMSTANCE, IS HELD
INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF
ANY SUCH PROVISION IN EVERY OTHER RESPECT AND OF THE REMAINING PROVISIONS
CONTAINED HEREIN SHALL NOT BE AFFECTED OR IMPAIRED THEREBY.
(L)
ENTIRE AGREEMENT.
THIS AGREEMENT IS INTENDED BY THE PARTIES AS A
FINAL EXPRESSION OF THEIR AGREEMENT AND INTENDED TO BE A COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO IN RESPECT OF
THE SUBJECT MATTER CONTAINED HEREIN.
THERE ARE NO RESTRICTIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN
WITH RESPECT TO THE REGISTRATION RIGHTS GRANTED WITH RESPECT TO THE TRANSFER
RESTRICTED SECURITIES.
THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO SUCH SUBJECT MATTER.
20
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
UBIQUITEL OPERATING COMPANY
By:
Name:
James J. Volk
Title:
Chief Financial Officer
UBIQUITEL INC.
By:
Name:
James J. Volk
Title:
Chief Financial Officer
BEAR, STEARNS & CO. INC.
By:
Name:
Title:
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title: