PROVISION
HEREOF SHALL BE PROHIBITED OR INVALID UNDER ANY SUCH LAW, SUCH PROVISION SHALL
BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT
INVALIDATING OR NULLIFYING THE REMAINDER OF SUCH PROVISION OR ANY OTHER
PROVISIONS OF THIS AGREEMENT.
IF ANY ONE OR MORE OF THE PROVISIONS CONTAINED IN
THIS AGREEMENT SHALL FOR ANY REASON BE HELD TO BE EXCESSIVELY BROAD AS TO
DURATION, GEOGRAPHICAL SCOPE, ACTIVITY OR SUBJECT, SUCH PROVISIONS SHALL BE
CONSTRUED BY LIMITING AND REDUCING IT SO AS TO BE ENFORCEABLE TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW.
(B)
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF SWEDEN, WITHOUT REGARD TO ITS
CONFLICTS OF LAWS PRINCIPLES.
ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT, OR THE BREACH, TERMINATION OR INVALIDITY
THEREOF, SHALL BE FINALLY SETTLED BY ARBITRATION IN STOCKHOLM, SWEDEN IN
ACCORDANCE WITH THE RULES OF THE ARBITRATION INSTITUTE OF THE STOCKHOLM CHAMBER
OF COMMERCE.
THE ARBITRAL TRIBUNAL SHALL BE COMPOSED OF THREE ARBITRATORS.
THE
LANGUAGE TO BE USED IN ANY SUCH ARBITRAL PROCEEDINGS, IF SO REQUESTED BY A
PARTY, SHALL BE ENGLISH.
7.3.
AMENDMENTS, WAIVERS.
THIS AGREEMENT MAY BE
AMENDED OR MODIFIED ONLY WITH THE WRITTEN CONSENT OF THE PURCHASER AND THE
SELLER.
NO WAIVER OF ANY TERM OR PROVISION HEREOF SHALL BE EFFECTIVE UNLESS IN
WRITING SIGNED BY THE PARTY WAIVING SUCH TERM OR PROVISION.
NO FAILURE TO
EXERCISE OR DELAY IN EXERCISING ANY RIGHT, POWER OR REMEDY HEREUNDER SHALL
OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY
RIGHT, POWER OR REMEDY HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF
OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR REMEDY.
THE RIGHTS PROVIDED
HEREUNDER ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS, POWERS OR REMEDIES
PROVIDED BY LAW.
7.4.
EXPENSES.
THE LEGAL, ACCOUNTING, FINANCING AND
DUE DILIGENCE EXPENSES AND ANY BROKER'S OR FINDER'S FEES INCURRED BY THE
PURCHASER IN CONNECTION WITH THE TRANSACTIONS WILL BE BORNE BY THE PURCHASER AND
THE LEGAL AND OTHER COSTS AND EXPENSES AND ANY BROKER'S OR FINDER'S FEES
INCURRED BY THE SELLER, THE COMPANY OR THE SUBSIDIARY IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY WILL BE BORNE BY THE SELLER.
7.5.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT, AND ALL
PROVISIONS HEREOF, SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS OF THE PARTIES HERETO, PROVIDED THAT
THIS AGREEMENT MAY NOT BE ASSIGNED BY ANY PARTY WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTIES HERETO.
NOTWITHSTANDING THE FOREGOING, THIS
AGREEMENT MAY BE ASSIGNED BY THE PURCHASER TO ANY OF ITS AFFILIATES OR TO ANY
PERSON ACQUIRING A MATERIAL PORTION OF THE ASSETS, BUSINESS OR SECURITIES OF THE
PURCHASER, WHETHER BY MERGER, CONSOLIDATION, SALE OF ASSETS OR SECURITIES OR
OTHERWISE, PROVIDED, THAT PURCHASER AND ITS SUCCESSOR REMAINS LIABLE FOR
PURCHASER'S OBLIGATIONS HEREUNDER.
7.6.
ENTIRE AGREEMENT.
THIS AGREEMENT, THE ATTACHED
EXHIBITS AND SCHEDULES, AND THE OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS
CONTEMPLATED HEREBY CONTAIN THE ENTIRE