DATE OF DELIVERY, IF DELIVERED
PERSONALLY; (B) ON THE DATE OF THE RETURN RECEIPT ACKNOWLEDGEMENT, IF MAILED,
POSTAGE PREPAID, BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED; OR
(C) ON THE DATE SUCH TRANSMISSION IS MADE AND CONFIRMATION OF RECEIPT OBTAINED,
IF SENT BY FACSIMILE, TELECOPY, TELEGRAPH, TELEX OR OTHER SIMILAR TELEGRAPHIC
COMMUNICATIONS EQUIPMENT:
If to Purchaser:
To:
Leap Technologies
610 Jones Ferry Road
P.O. Box 969
Carrboro, NC 27510
Attention: Werner Martin
Telephone: (919) 929-8814
Facsimile: (919) 929-8956
With a copy to:
Attention:
Telephone: (
)
-
Facsimile: (
)
-
If to Seller:
To:
MOCON, Inc.
7500 Boone Avenue North
Minneapolis, MN 55428
Attention: Darrell B. Lee
Telephone: (763) 493-7217
Facsimile: (763) 493-6358
21
With a copy to:
Oppenheimer Wolff & Donnelly LLP
Plaza VII Building, Suite 3300
45 South Seventh Street
Minneapolis, MN 55402-1609
Attention: Amy E. Culbert
Telephone: (612) 607-7287
Facsimile: (612) 607-7100
or to such other person or address as the Purchaser or the Seller shall furnish
to the other parties hereto in writing in accordance with this Section 8.7.
8.8
ASSIGNMENT. THIS AGREEMENT AND ALL OF THE PROVISIONS HEREOF SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, BUT NEITHER THIS AGREEMENT NOR ANY
OF THE RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER SHALL BE ASSIGNED (WHETHER
VOLUNTARILY, INVOLUNTARILY, BY OPERATION OF LAW OR OTHERWISE) BY ANY OF THE
PARTIES HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES.
8.9
GOVERNING LAW; JURISDICTION. THIS AGREEMENT AND THE LEGAL
RELATIONS AMONG THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF MINNESOTA (WITHOUT
REGARD TO THE LAWS OF CONFLICT THAT MIGHT OTHERWISE APPLY) AS TO ALL MATTERS,
INCLUDING WITHOUT LIMITATION MATTERS OF VALIDITY, CONSTRUCTION, EFFECT,
PERFORMANCE AND REMEDIES. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS
OF THE STATE OF MINNESOTA OR THE UNITED STATES OF AMERICA LOCATED IN THE STATE
OF MINNESOTA FOR ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY OR RELATING TO THE OTHER
AGREEMENTS REFERRED TO HEREIN, AND AGREES NOT TO COMMENCE ANY ACTION, SUIT OR
PROCEEDING RELATING THERETO EXCEPT IN SUCH COURTS.
8.10
SEVERABILITY. ANY TERM OR PROVISION OF THIS AGREEMENT WHICH IS
INVALID OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO THAT JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY OR UNENFORCEABILITY WITHOUT
RENDERING INVALID OR UNENFORCEABLE THE REMAINING TERMS AND PROVISIONS OF THIS
AGREEMENT OR AFFECTING THE VALIDITY OR ENFORCEABILITY OF ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT IN ANY OTHER JURISDICTION. IF ANY PROVISION OF THIS
AGREEMENT IS SO BROAD AS TO BE UNENFORCEABLE, THE PROVISION SHALL BE INTERPRETED
TO BE ONLY SO BROAD AS IS ENFORCEABLE.
8.11
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN ONE
OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH