SELLERS.
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