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respect; and (ii) if any Seller or Sellers, or their assigns, fail or refuse to perform or comply with <br />any covenant or obligation hereunder in the time specified. Upon event of default, Buyer shall <br />notify the defaulting Seller or Sellers, or their assigns, in writing, after which the Seller, Sellers <br />or assigns shall have twenty (20) days within which to cure such default. If the Seller or Sellers <br />fail to cure such default then Buyer shall be entitled to all relief available at law or in equity <br />including specific performance and injunctive relief. Buyer's remedies shall apply to Buyer's <br />successors and assigns. <br />(ii) Buyer's Default. Buyer shall be in default hereunder if: (i) it is <br />learned that any representation or warranty made by Buyer herein was false in any material <br />respect; and {ii) if Buyer fails or refuses to perform or comply with any covenant or obligation <br />hereunder in the time specified. Upon event of default, Sellers shall notify Buyer of the default <br />in writing, and the Buyer shall have twenty (20) days within which to cure such default. if Buyer <br />fails to cure such default then Sellers shall be entitled to all relief available at law or in equity <br />including specific performance and injunctive relief. Sellers' remedies shall apply to Sellers' <br />successors and assigns. To the extent a remedy is exercised with respect to a default applicable <br />to a particular Seller, then such remedy may be exercised by said individual Seller and its <br />successors and assigns. <br />17. Mutual Cooperation: further Assurances. The Parties shall cooperate with <br />each other to achieve the purpose of this Agreement and shall execute such <br />other and further documents and take such other and further actions as may be <br />necessary or convenient to effect the transaction described herein. <br />18. Amendment. This Agreement may be modified, amended, changed or <br />terminated in whole or in part only by written agreement duly authorized and <br />executed by each of the Parries with the same formality as this Agreement. <br />19. Waiver. Any waiver of any breach of any provision of this Agreement by any <br />Party shall not constitute a continuing waiver of any subsequent breach of said <br />Party, for either breach of the same of any other provision of this Agreement. <br />20. Entire A reement. This Agreement represents the entire agreement of the <br />Parties and neither Party has relied upon any fact or representation not <br />expressly set forth herein. All prior and contemporaneous conversations, <br />negotiations, possible alleged agreements, representations, covenants and <br />warranties coneeming the subject matter hereof, are merged in this <br />Agreement. <br />21. Headings for Convenience 9nly. Section headings and titles contained herein <br />are intended for convenience of reference only and are not intended to define, <br />limit, or describe the scope or intent of any provision of this Agreement. <br />22. Non-Severability. Each Section in this Agreement is intertwined with the <br />others and are not severable unless by mutual consent of Buyer and Sellers or <br />as provided for under Section 23 below. <br />izses~ni iaiztz.i ~ 17 <br />12368\1\1204400.5 Attachment 1 - 17 <br />