Not for every one: September 2007

Sunday, September 30, 2007

Severability - Draft Clause

Option 1

If any part of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired by it.

Option 2

In the event any provision of this Agreement is deemed to be void, invalid, or unenforceable, that provision shall be severed from the remainder of this Agreement so as not to cause the invalidity or unenforceability of the remainder of this Agreement. All remaining provisions of this Agreement shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope and breadth permitted by law.

Assignment - Draft Clause

No Party may assign or transfer or purport to assign or transfer this Agreement, in whole or in part, or any rights or obligations hereunder,without prior written consent of the other Party.

Amendment, Modification and Waiver - Draft Caluse

This Agreement may be modified, amended or supplemented only by mutual written agreement of the Parties. Any Party may waive or delay the performances of any condition intended for its benefit. Each amendment, modifications, supplemental or waiver shall be in writing signed by the Part or parties to be charged. Any modification or amendment to the terms of this Agreement shall be valid only if it is reduced to writing and signed by or on behalf of each Party. The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law shall not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement prevents further exercise of another right or remedy.

Entire Agreement - Draft Clause

This Agreement, the Schedules hereto and the agreements specifically referred to herein constitute the entire agreement among the parties specifically referred to herein constitute the entire agreement among the parties and supersede all prior agreements and understandings, oral and written, among the Parties in connection with the sale and purchase of the Business. In the event there is any conflict between such other agreements and any term or condition contained in this Agreement, this Agreement shall prevail.