ARBITRATION ASSOCIATION (OR OTHER
ORGANIZATION OF NATIONAL REPUTATION MUTUALLY ACCEPTABLE TO THE PARTIES).
THE
ARBITRATION SHALL BE ADMINISTERED BY ONE INDEPENDENT AND IMPARTIAL ARBITRATOR
JOINTLY SELECTED BY THE PARTIES TO THE DISPUTE AND SHALL BE HELD IN NEW YORK,
NEW YORK, OR SUCH OTHER LOCATION MUTUALLY ACCEPTABLE TO THE PARTIES.
THE
ARBITRATOR SHALL HAVE THE POWER AND AUTHORITY IN HIS SOLE DISCRETION TO ORDER
PRE-ARBITRATION DISCOVERY.
THE ARBITRATOR SHALL RENDER ITS DECISION AND AWARD
WITHIN 30 DAYS AFTER THE CONCLUSION OF THE ARBITRATION HEARING, WHICH HEARING
SHALL BE CONDUCTED ON AN EXPEDITED SCHEDULE.
AT THE CONCLUSION OF THE
ARBITRATION, THE ARBITRATOR SHALL AWARD COSTS AND EXPENSES TO THE PREVAILING
PARTY (INCLUDING THE COSTS OF THE ARBITRATION BUT NOT THE FEES AND EXPENSES OF
ATTORNEYS, ACCOUNTANTS AND OTHER EXPERTS).
THE AWARD RENDERED BY THE ARBITRATOR
SHALL BE FINAL AND NOT SUBJECT TO JUDICIAL REVIEW, AND JUDGMENT THEREON MAY BE
ENTERED IN ANY COURT HAVING COMPETENT JURISDICTION.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN THIS SECTION 14 AND WITHOUT PREJUDICE TO THE
PROCEDURES DESCRIBED HEREIN, EITHER PARTY TO THE DISPUTE SHALL BE ENTITLED TO
SPECIFIC PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF (WITHOUT POSTING ANY BOND OR
DEPOSIT) FROM ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION IN ORDER TO
ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS OF THIS AGREEMENT.
15.
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, ALL COVENANTS AND AGREEMENTS CONTAINED IN THIS
AGREEMENT BY OR ON BEHALF OF ANY OF THE PARTIES HERETO SHALL BIND AND INURE TO
THE BENEFIT OF THE RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS OF THE PARTIES
HERETO WHETHER SO EXPRESSED OR NOT.
16.
SEVERABILITY.
WHENEVER POSSIBLE, EACH
PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE
EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT
IS HELD TO BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION
SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY,
WITHOUT INVALIDATING THE REMAINDER OF THIS AGREEMENT.
17.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED SIMULTANEOUSLY IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND
THE SAME AGREEMENT.
18.
DESCRIPTIVE HEADINGS.
THE DESCRIPTIVE
HEADINGS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND DO NOT
CONSTITUTE A PART OF THIS AGREEMENT.
19.
GOVERNING LAW.
THE CORPORATE LAW OF THE
STATE OF DELAWARE SHALL GOVERN ALL ISSUES AND QUESTIONS CONCERNING THE RELATIVE
RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS.
ALL OTHER ISSUES AND QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS
AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICTS OF LAW RULES OR PROVISIONS (WHETHER OF
THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
20.
NOTICES.