the parties with respect
to the subject matter hereof and supersede all prior agreements and
understandings between them or any of them as to the subject matter".
ARTICLE III
MISCELLANEOUS
SECTION 3.1
RATIFICATION; ENTIRE AGREEMENT.
THIS AMENDMENT
SHALL NOT BE DEEMED TO BE AN AMENDMENT TO OR EFFECT ANY TERMS OR PROVISIONS OF
THE AGREEMENT OTHER THAN THOSE AMENDED HEREBY AND IS ONLY INTENDED TO AMEND,
ALTER OR MODIFY THE AGREEMENT AS EXPRESSLY STATED HEREIN.
EXCEPT AS AMENDED
HEREBY, THE AGREEMENT REMAINS IN EFFECT, ENFORCEABLE AGAINST EACH OF THE
PARTIES, AND IS HEREBY RATIFIED AND ACKNOWLEDGED BY EACH OF THE PARTIES.
THIS
AGREEMENT, AS AMENDED BY THIS AMENDMENT, CONSTITUTES THE ENTIRE AGREEMENT AMONG
ALL THE PARTIES HERETO AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS,
ORAL AND WRITTEN, AMONG ALL THE PARTIES HERETO WITH RESPECT TO THE SUBJECT
MATTER HEREOF.
SECTION 3.2
COUNTERPARTS; FACSIMILE SIGNATURE.
THIS AMENDMENT
MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO
BE AN ORIGINAL, AND ALL OF WHICH TOGETHER SHALL BE DEEMED TO BE ONE AND THE SAME
INSTRUMENT.
ANY PARTY MAY EXECUTE
4
THIS AMENDMENT BY FACSIMILE SIGNATURE, AND THE OTHER PARTIES WILL BE ENTITLED TO
RELY ON SUCH FACSIMILE SIGNATURE AS CONCLUSIVE EVIDENCE THAT THIS AMENDMENT HAS
BEEN DULY EXECUTED BY SUCH PARTY.
SECTION 3.3
GOVERNING LAW.
THE SUBSTANTIVE RIGHTS AND
OBLIGATIONS OF THE PARTIES ARISING OUT OF, IN CONNECTION WITH OR ANCILLARY TO
THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF
FLORIDA, EXCLUDING CONFLICT OF LAWS PRINCIPLES.
SECTION 3.4
SEVERABILITY.
THE PROVISIONS OF THIS AMENDMENT
SHALL BE DEEMED SEVERABLE AND THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE OTHER
PROVISIONS HEREOF.
IF ANY PROVISION OF THIS AMENDMENT, OR THE APPLICATION
THEREOF TO ANY PERSON OR ANY CIRCUMSTANCE, IS FOUND TO BE INVALID OR
UNENFORCEABLE IN ANY JURISDICTION, (A) A SUITABLE AND EQUITABLE PROVISION SHALL
BE SUBSTITUTED THEREFOR IN ORDER TO CARRY OUT, SO FAR AS MAY BE VALID OR
ENFORCEABLE, SUCH PROVISION AND (B) THE REMAINDER OF THIS AMENDMENT AND THE
APPLICATION OF SUCH PROVISION TO OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE
AFFECTED BY SUCH INVALIDITY OR UNENFORCEABILITY, NOR SHALL SUCH INVALIDITY OR
UNENFORCEABILITY AFFECT THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION, OR THE
APPLICATION THEREOF, IN ANY OTHER JURISDICTION.
SECTION 3.5
SUCCESSORS AND ASSIGNS.
THIS AMENDMENT IS BINDING
UPON AND SHALL INURE TO THE BENEFIT OF EACH OF THE PARTIES AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
SECTION 3.6
HEADINGS.
THE HEADINGS, CAPTIONS AND ARRANGEMENTS
USED IN THIS AMENDMENT ARE FOR CONVENIENCE ONLY AND WILL NOT AFFECT THE
INTERPRETATION OF THIS AMENDMENT.
[Remainder of page intentionally left blank; signature pages follow]
5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered by their respective duly authorized Representative as of the date
first above written.
NEWCOMM WIRELESS SERVICES, INC.
By:
Name:
Title:
TEM PUERTO RICO, INC.
By:
Name: Francisco Martinez Davis
Title: Director
By:
Name: Juan