Definition of VirtualSellers Closing Fees


VirtualSellers Closing Fees means the portion of the Closing Fees payable to VirtualSellers as indicated in the table contained in Section 1.1(f). The headings used herein and the division of this Agreement into Articles, Sections and Subsections are for convenience of reference only and will not affect the interpretation hereof. The provisions of this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, proposals and agreements, whether oral or written, with respect to the subject matter hereof and there is no representation, warranty, term or condition, express or implied, relating to the subject matter hereof, except as specifically set forth herein. If any provision of this Agreement is held to be unenforceable, then the remaining provisions will continue in full force and effect. The parties will in good faith negotiate a mutually acceptable and enforceable substitute for the unenforceable provision, which substitute will be as consistent as possible with the original intent of the parties. This Agreement will in all respects be governed exclusively by and construed in accordance with the laws of the State of Illinois and will be treated in all respects as an Illinois contract. This Section will not be construed to affect the rights of a party to enforce a judgment or award outside Illinois, including the right to record and enforce a judgment or award in any other jurisdiction. The parties hereby irrevocably attorn to the jurisdiction of the courts of the State of Illinois, which will have sole, exclusive and original jurisdiction over any dispute with respect to this Agreement. All dollar amounts referred to in this Agreement are in lawful money of the United States.
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