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7.1. Existence; Atdhority. Halas is duly organized, validly existing and in good <br />standing under the laws of the state of its organization. Halas has the absolute and unrestricted <br />right, power, authority and capacity, corporate or otherwise, to execute and deliver this <br />Agreement, and to perform its obligations under this Agreement. This Agreement has been duly <br />executed and delivered by Halas and constitutes the legal, valid and binding obligation of Halas <br />enforceable against Halas in accordance with its terms. <br />7.2. Nor -Contravention. Neither the execution and delivery of this Agreement <br />not, the consummation of the transactions contemplated herein, will (i) conflict with, result in a <br />breach of or default tinder, or require the consent of another person pursuant to any of the terms, <br />conditions or provisions of any written or oral contract, license, agreement or other instrument or <br />obligation to which Halas is a party or by which Halas is bound or Halas' organizational <br />documents; or (ii) violate any applicable law applicable to Halas. <br />7.3. Valuation of the Company Interests. Halas represents and warrants that it <br />has made its own informed independent valuation of the Cedars Units and BRC Interests. Halas <br />acknowledges that the Cedars Units and BRC Interests may be worth significantly more or less <br />than the Purchase Price. <br />8. MISCELLANEOUS PROVISIONS. <br />8.1. Amendments and Waivers. No amendment, modification or waiver of any <br />provision of this Agreement or consent to any departure therefrom shall in any event be effective <br />without the written concurrence of Parties. Any amendment, modification, waiver or consent <br />shall be effective only in the specific instance and for the specific purpose for which it was <br />given. No notice to or demand on any Party in any case shall entitle such Party to any other or <br />hu Ther notice or demand in similar or other circumstances. <br />8.2. Successors and Assigns, Assignment. This Agreement shall be binding <br />upon and inure to the benefit of the Parties and their respective successors and assigns; provided, <br />however, that neither this Agreement nor any of the rights or duties of a Seller hereunder may be <br />assigned or delegated, directly or indirectly, whether by operation of law or otherwise, by a <br />Seller without the consent of I-Ialas, and any such purported assignment or delegation without <br />such consent shall be void. Halas shall specifically have the right to assign its rights and <br />obligations under this Agreement to Cedars. <br />8.3. Applicable Lam This Agreement, including matters of construction, validity <br />and performance, and the obligations arising hereunder, shall be construed in accordance with <br />and otherwise governed in all respects by the laws of the State of Delaware. <br />8.4. Entire Agreement, This Agreement constitutes the complete and entire <br />understanding and agreement between the parties hereto with regard to all matters involved in <br />this transaction and supersedes any and all prior or contemporaneous agreements, whether <br />written or oral, including without limitation, the Original Agreement. <br />8.5. Cou teiparts; Effectiveness. This Agreement and any amendments, <br />waivers, consents or supplements may be executed in any number of counterparts and by <br />different Parties hereto in separate counterparts, each of which when so executed and delivered <br />4 <br />