This excerpt taken from the MSII 8-K filed May 11, 2005.
A. Amendment and Modification. Subject to applicable law, this Agreement may be amended, modified, or supplemented only by a written agreement signed by all of the parties hereto.
B. Notices. All notices, requests, consents, approvals or other communications under this Agreement shall be in writing and sent via facsimile to the fax numbers set forth below, or mailed by certified mail, return receipt requested, postage prepaid, or delivered by a nationally recognized overnight courier service which obtains delivery receipts (e.g., Federal Express), addressed:
Graphic Systems, Inc.
IO Integration, Inc.
Either party may, by notice given as aforesaid, change its address for all subsequent notices. All notices hereunder shall be effective upon receipt of same.
C. No Broker. The Seller and Purchaser represent and warrant, each to the other, that neither has engaged or in any way dealt with a broker, finder, agent, or anyone in a similar capacity, in relation to the transaction contemplated by this Agreement. To this extent, Seller and Purchaser do each hereby agree to indemnify, defend and hold the other harmless from and against any and all loss, expense, including but not limited to reasonable counsel fees and costs, damage or liability resulting from any claim or claims arising from an alleged rendering of any services to the indemnifying party in breach of the within warranty.
D. Titles and Captions. All section titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement. All pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.
E. Entire Agreement. This Agreement, together with the ancillary agreements to be executed at Closing annexed hereto and made a part hereof, contains the entire understanding between and among the parties and supersedes any prior understanding and agreements among them respecting the subject matter of this Agreement.
F. Presumption. This Agreement, or any Section thereof, shall not be construed against any party due to the fact that said Agreement or any Section thereof was drafted by said party.
G. Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forebear from all such action as may be necessary or appropriate to achieve the purpose of this Agreement.
H. Counterparts. This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all the parties hereto even though all the parties are not signatories to the original or the same counterpart.
I. Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
Executed as of the dates set forth below, in several counterparts, each of which shall be deemed an original, but all constituting only one agreement.
J. Governing Law. This Agreement shall be governed by the laws of the State of New Jersey, and shall be enforced before a state or local federal court located in Bergen County, in the State of New Jersey.