mail system details at which notices or other communications are to be given under such Governing Agreement of the information set forth herein.
(b) Each Party agrees that if any Governing Agreement does not provide that all transactions under a Governing Agreement are entered into in reliance on the fact that such Governing Agreement and all transactions thereunder form a single agreement, then such Governing Agreement is hereby amended to include such a provision as a statement of the parties’ intent.
(c) The Governing Agreements, as amended by this Agreement, are in all respects ratified and confirmed.
(d) The Parties intend that this Agreement be construed to give full effect to the intent of the Parties with respect to the Margin, netting and setoff contemplated herein. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal, or unenforceable in any respect under the law of any jurisdiction, then (i) the validity, legality, and enforceability of the remaining provisions under the law of such jurisdiction, and the validity, legality, and enforceability of such provisions and any other provisions under the law of any other jurisdiction, shall not in any way be affected, invalidated or impaired thereby and (ii) the Parties shall endeavor in good faith negotiations to replace the invalid, illegal, or unenforceable provisions or obligations with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provisions or obligation.
(e) In the event that this Agreement is deemed or held to be invalid, illegal, or unenforceable, notwithstanding the intention of the Parties set forth in Section 13(d), the provisions of this Agreement that amend the Governing Agreements to (i) amend any automatic termination provisions as contemplated by Section 13(a), (ii) provide that all transactions under a Governing Agreement are entered into in reliance on the fact that such Governing Agreement and all transactions thereunder form a single agreement as contemplated by Section 13(b), and (iii) change the notice information in each Governing Agreement as contemplated by Section 13(a) shall survive any determination that this Agreement is invalid, illegal, unenforceable, null and void, or without force or effect.
Section 14. Recordings of Communications. Each Buyer Entity in the Buyer Group shall have the right (but not the obligation) from time to time to make or cause to be made tape recordings of communications between its employees and those of any Seller with respect to Obligations. Each Seller consents to the admissibility of such tape recordings in any court, arbitration or other proceedings. Each Seller agrees that a duly authenticated transcript of such a tape recording shall be deemed to be a writing conclusively evidencing the Parties’ agreement.
Section 15. Enforcement Costs and Expenses. The Sellers shall reimburse the Buyer Group for any damages, claims, liabilities, reasonable expenses (including reasonable attorney’s fees), arising out of the enforcement of this Agreement or any other Governing Agreement.
Section 16. No Future Obligations. Notwithstanding anything contained in this Agreement and except only as may be expressly set forth in the Governing Agreements, none of the Parties to this Agreement shall be obligated to enter into any future Obligations, except as
2014057.06-NYCSR07A - MSW