Stereotaxis
    Print Page  Close Window
S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
Entire Document
 << Previous Page | Next Page >>
<PAGE>



years of experience with a law firm of over 25 lawyers or was a judge of a court
of general jurisdiction. The arbitration shall be held in Chicago IL, and the
arbitrator shall apply the substantive law of Illinois, except that the
interpretation and enforcement of this arbitration provision shall be governed
by the Federal Arbitration Act. Within 30 days of initiation of arbitration, the
parties shall reach agreement upon and thereafter follow procedures assuring
that the arbitration will be concluded and the award rendered within no more
than six months from selection of the arbitrator. Failing such agreement, the
AAA will design and the parties will follow such procedures. Each party has the
right before or during the arbitration to seek and obtain from the appropriate
court provisional remedies such as attachment, preliminary injunction, replevin,
etc., to avoid irreparable harm, maintain the status quo or preserve the subject
matter of the arbitration. THE ARBITRATOR SHALL NOT AWARD ANY PARTY PUNITIVE,
EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT TO SEEK SUCH DAMAGES.

16          ASSIGNMENT

Neither Party may assign this Agreement without the prior written consent of the
other Party, except that each Party may assign this Agreement to a person or
entity into which it has merged or which has otherwise succeeded to all or
substantially all of its business or assets and which has assumed in writing or
by operation of law its obligations under this Agreement. Each Party agrees that
in any merger in which it is not the surviving company, the surviving company
will assume, in writing or by operation of law, such Party's obligations under
this Agreement. Any purported assignment in violation of the foregoing will be
null and void. Subject to the foregoing, the provisions of this Agreement will
apply to and bind the successors and permitted assigns of the Parties. Upon a
permitted assignment of this Agreement, all references to the assigning Party
herein will be deemed references to the assignee.

17          GENERAL

17.1        Force Majeure. Either Party will be excused from any delay or
            failure in performance hereunder, caused by reason of any occurrence
            or contingency beyond its reasonable control, including but not
            limited to, acts of God, earthquake, floods, lightning, labor
            disputes and strikes, other labor or industrial disturbances, riots,
            war, acts of the public enemy, insurrections, embargoes, blockages,
            regulations or orders of any government, agency or subdivision
            thereof, shortage of materials, rationing, utility or communication
            failures, casualty, and governmental requirements. The obligations
            and rights of the Party so excused will be extended on a day-to-day
            basis for the period of time equal to that of the underlying cause
            of the delay; provided that such Party will give notice of such
            force majeure event to the other Party and cure such delay as soon
            as reasonably possible. In the event such force majeure event does
            result or would result in an inability of Stereotaxis to supply
            Components to Biosense or Biosense to supply the Daughter Products
            to Stereotaxis for a period greater than ninety (90) days, the
            Parties agree to discuss in good faith alternate solutions to
            restore supply to Biosense or Stereotaxis as the case may be.



                                       42


 << Previous Page | Next Page >>