Asset Purchase & Sale Agreement (Page 11 of 12) in pdf

ownership units or assets shall be transferred, and this provision shall apply in the event of any

subsequent m erger, c onsolidation o r t ransfer.

7. E ntire A greement.

This agreement is the full and complete, integrated agreement of the parties,

superseding all previous written and/or oral agreements and representations between the parties, and

is amendable only as provided for above. This agreement shall be interpreted as if the parties

participated e qually i n i ts d rafting.

8. G overning L aw.

This agreement shall be governed by the laws of the State of California

applicable to contracts made to be performed entirely therein, and each party agrees to submit to the

personal jurisdiction of any Court of competent jurisdiction and venue in Los Angeles County and to all

the r ules a nd o rders o f s uch C ourt, a nd t he l aws o f t he S tate o f C alifornia.

9. W aiver. A ny w aiver b y e ither p arty o f a ny p rovision o f t his a greement o r a ny r ight h ereunder s hall n ot

be d eemed a c ontinuing w aiver a nd s hall n ot p revent o r s top s uch p arty f rom t hereafter e nforcing s uch

provision, and the failure of either party to insist in any one or more instances upon the strict

performance of any of the provisions of this Agreement by the other party shall not be construed as a

waiver or relinquishment for the future performance of any such term or provision, but the same shall

continue i n f ull f orce a nd e ffect.

10. E nforcement.

If the parties cannot settle any dispute arising out of or relating to this

Agreement, or the breach thereof, in a reasonable and timely fashion, and a mediation session has

failed, e ither p arty m ay f ile f or b inding a rbitration w ithin L os A ngeles C ounty, C alifornia. A rbitration s hall

be governed by the rules of ADR Services, Inc. and judgment upon the award may be entered in any

Court within Los Angeles County having jurisdiction thereof. However, the parties agree to reserve the

right to obtain a preliminary injunction from a court of competent jurisdiction if necessary in the event

of a m aterial b reach a rising f rom t his a greement.

11. H eadings. The headings in this agreement are solely for convenience of reference and shall not

affect i ts i nterpretation.

12. P ossible I nvalidity. In case any provision of this agreement should be held to be contrary to, or

invalid under, the law of any state or other jurisdiction in which enforcement is sought or challenged,

such i llegality o r i nvalidity s hall n ot a ffect i n a ny w ay a ny o f t he o ther p rovisions h ereof, t his A greement

in s uch e vent t o b e c onstrued a s t hough t he o ffending p rovision h ad b een d eleted o r m odified i n s uch a

manner as to make it enforceable to the maximum extent possible to reflect the parties' intent

hereunder, and all of the provisions hereof nevertheless shall continue unmodified and in full f orce and

effect i n a ny s tate o r o ther j urisdiction.

13. C ounterparts.

This agreement may be executed in counterparts, each of which shall be

deemed an original and all of which together shall constitute one and the same agreement. Facsimile

signatures s hall b e c onsidered a s v alid a nd b inding a s o riginal s ignatures.

Asset Purchase & Sale Agreement Page 11