O'Reilly Auto Parts 2010 Annual Report Download - page 98

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(c) Execution. This Amendment may be executed in two or more counterparts, all of which when taken together shall be
considered one and the same agreement and shall become effective when counterparts have been signed by each party
and delivered to the other party, it being understood that both parties need not sign the same counterpart. If any
signature is delivered by facsimile or electronic transmission, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such
facsimile or electronically transmitted signature page were an original thereof.
(d) Severability. If any provision of this Amendment is held to be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Amendment shall not in any way be affected or impaired
thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision that is a reasonable
substitute therefor and effects the original intent of the parties as closely as possible, and upon so agreeing, shall
incorporate such substitute provision in this Amendment.
(e) Governing Law. This Amendment, the Rights Agreement and each Right and each Rights Certificate issued thereunder
shall be deemed to be a contract made under the laws of the State of Missouri and for all purposes shall be governed by
and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within
such State.
[signature page follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
O’REILLY AUTOMOTIVE, INC.
By: /s/ Thomas McFall
Name: Thomas McFall
Title: Executive Vice President
and Chief Financial Officer
O’REILLY HOLDINGS, INC.
By: /s/ Thomas McFall
Name: Thomas McFall
Title: Treasurer and Chief
Financial Officer
[signatures continue]
FORM 10-K