Mortgage Reduction Mortage Forex

Ing Mortgagereductionmortage Trade Szh 1 Mortgage Reduction Mortage 法意::合同范本

Ing Mortgagereductionmortage Trade Szh 1 Mortgage Reduction Mortage

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4.2.6. Transfer. JJJ will not transfer any New Warrant or Warrant Shares without registration under the Securities Act and applicable state securities laws unless the transfer is exempt from registration under the Securities Act and such laws.

5. MISCELLANEOUS.

5.1. GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of _________(PLACENAME), without regard to its principles of conflicts of laws.

5.2. SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby.

5.3. ASSIGNMENT. This Agreement may not be assigned by any party hereto.

Notwithstanding the foregoing, (i) with the express written consent of AAA, which consent shall not be unreasonably withheld, KKK may assign its rights and obligations pursuant to Section 1 in connection with a sale by KKK of all or substantially all of the assets of the KKK subsidiary or business unit to which those rights and obligations relate, (ii) with the express written consent of KKK, which consent shall not be unreasonably withheld, AAA may assign its rights and obligations pursuant to Section 1 in connection with a sale of all or substantially all of the assets of AAA or the AAA subsidiary or business unit to which those rights and obligations relate, (iii) this Agreement may be assigned by AAA, without the consent of BBB, to either DDD or DDD/AAA upon the DDD-AAA Closing, and (vi) this Agreement may be assigned by BBB or JJJ to a directly or indirectly wholly owned subsidiary of BBB or JJJ, provided that BBB or JJJ, as applicable, shall remain primarily liable for all of its obligations hereunder.

5.4. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof.

Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated except by a written instrument signed by BBB, JJJ and a representative of AAA so authorized by its Board of Directors.

5.5. NOTICES. All notices and other communications required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or three (3) business days following deposit with the United States Postal Service, by certified mail, return receipt requested, postage prepaid, or otherwise delivered by hand or by messenger, as follows:

If to AAA: AAA, Inc.
_________(address)
Attention: _________

With a copy to: CCC, L.L.P.
_________(address)
Attention: _________

If to DDD or
DDD/AAA: DDD Corporation
_________(address)
Attention: _________

With a copy to: EEE
_________(address)
Attention: _________

If to KKK: BBB JJJ, Inc.
_________(address)
Attention: _________

With a copy to: FFF
_________(address)
Attention: _________

and

GGG LLP
_________(address)
Attention: _________

or at such other address as any party shall have furnished to the other parties in writing.

5.6. AGENT'S FEES. Each party (i) represents and warrants that it has retained no finder or broker in connection with the transactions contemplated by this Agreement (except, in the case of KKK, for Goldman Sachs, or as otherwise disclosed to the other party hereto as of the date hereof), and (ii) hereby agrees to indemnify and to hold the other party harmless of and from any liability for commissions or compensation in the nature of an agent's, finder's or broker's fee to any broker or other person or firm (and the cost and expenses of defending against such liability or asserted liability) for which said party is responsible.

5.7. EXPENSES. Each party shall bear its own expenses and legal fees (and expenses and disbursements of its legal counsel) incurred on its behalf with respect to this Agreement and the transactions contemplated hereby.

5.8. CONSTRUCTION OF CERTAIN TERMS. The titles of the articles, sections, and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

5.9. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

5.10. ENFORCEMENT.

5.10.1. Remedies at Law or in Equity. If AAA or KKK shall default in any of its obligations under this Agreement or if any representation or warranty made by or on behalf of such party in this Agreement or in any certificate, report or other instrument delivered under or pursuant to any term hereof shall be untrue or misleading in any material respect as of the date of this Agreement or as of the date it was made, furnished or delivered, KKK or AAA, respectively, may proceed to protect and enforce its rights by suit in equity or action at law, whether for the specific performance of any term contained in this Agreement, injunction against the breach of any such term or in furtherance of the exercise of any power granted in this Agreement, or to enforce any other legal or equitable right of such party or to take any one of more of such actions.

5.10.2. Remedies Cumulative; Waiver. No remedy referred to herein or in any exhibit hereto is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to a party at law or in equity. No express or implied waiver by any party of any default shall be a waiver of any future or subsequent default. The failure or delay of any party in exercising any rights granted it hereunder shall not constitute a waiver of any such right and any single or partial exercise of any particular right by such party shall not exhaust the same or constitute a waiver of any other right provided herein.