APPLICABLE LAW ARE EXPRESSLY RESERVED.
SECTION 17.2
EFFECTIVENESS.
THIS AGREEMENT SHALL
BE BINDING AND DEEMED EFFECTIVE WHEN EXECUTED BY BUYER, DEBTOR AND SECURED
PARTY, AND BY THE PARTIES IN INTEREST WHOSE SIGNATURE IS PROVIDED FOR ON
FOLLOWING THE SIGNATURE PAGES HEREOF.
IT IS FURTHER UNDERSTOOD AND AGREED THAT
ALL REPRESENTATIONS AND WARRANTIES MADE HEREUNDER, WHETHER MADE TO BUYER OR
ANOTHER PARTY, SHALL BE DEEMED TO HAVE BEEN MADE TO BUYER WITH THE INTENT THAT
BUYER RELY UPON SAME IN ENTERING INTO THIS AGREEMENT.
SECTION 17.3
SECTION HEADINGS; SEVERABILITY.
HEADINGS AND NUMBERS HAVE BEEN SET FORTH HEREIN FOR CONVENIENCE ONLY.
UNLESS
THE CONTRARY IS COMPELLED BY THE CONTEXT, EVERYTHING CONTAINED IN EACH SECTION
APPLIES EQUALLY TO THIS ENTIRE AGREEMENT.
EACH PROVISION OF THIS AGREEMENT
SHALL BE SEVERABLE FROM EVERY OTHER PROVISION OF THIS AGREEMENT FOR THE PURPOSE
OF DETERMINING THE LEGAL ENFORCEABILITY OF ANY SPECIFIC PROVISION.
SECTION 17.4
INTERPRETATION.
NEITHER THIS
AGREEMENT NOR ANY UNCERTAINTY OR AMBIGUITY HEREIN SHALL BE CONSTRUED AGAINST
SECURED PARTY, BUYER OR DEBTOR, WHETHER UNDER ANY RULE OF CONSTRUCTION OR
OTHERWISE.
ON THE CONTRARY, EACH OF SECURED PARTY, BUYER AND DEBTOR HAS BEEN
INVOLVED IN THE NEGOTIATION AND PREPARATION OF THIS AGREEMENT AND HAS BEEN
REPRESENTED BY COUNSEL OF THEIR CHOICE IN CONNECTION THEREWITH.
SECTION 17.5
CHOICE OF LAW AND VENUE; JURY TRIAL
WAIVER.
THE VALIDITY OF THIS AGREEMENT AND THE OTHER DOCUMENTS OR AGREEMENTS EXECUTED IN
CONNECTION HEREWITH (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN SUCH OTHER
DOCUMENT OR AGREEMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF
AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO
ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL
BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA.
EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
DOCUMENTS OR AGREEMENT IN CONNECTION HEREWITH OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN OR THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.
EACH PARTY
REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
IN THE
EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT.
SECTION 17.6.
NOTICES.
UNLESS OTHERWISE
SPECIFICALLY PROVIDED IN THIS AGREEMENT, ALL NOTICES OR DEMANDS BY ANY PARTY TO
ANOTHER RELATING TO THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE PERSONALLY
DELIVERED OR SENT BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID, RETURN
RECEIPT REQUESTED), OVERNIGHT COURIER OR TELEFACSIMILE TO EACH OTHER PARTY, AS
THE CASE MAY BE, AT ITS ADDRESS SET FORTH BELOW:
Buyer:
Keltic Financial Partners, LP
555 Theo. Fremd Avenue
Rye, NY 10580
Attn: Robert N. Laughlin, Managing Partner
Fax No.: (914) 921-1154
with copies to:
Pitney Hardin LLP
200 Campus Dr.
Florham Park, NJ 07932