TO
PRINCIPLES OF CONFLICT OF LAWS, AND THE PARTIES EXPRESSLY AGREE THAT VENUE, FOR
ALL PURPOSES HEREUNDER, SHALL REST EXCLUSIVELY WITH THE STATE AND FEDERAL COURTS
OF THE STATE OF LOUISIANA.
12.9.
ASSIGNABILITY AND BINDING EFFECT.
THIS AGREEMENT SHALL INURE TO
THE BENEFIT OF, AND BE BINDING UPON, THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS. THIS AGREEMENT TOGETHER WITH THE TRANSACTION
DOCUMENTS AND THE RIGHTS AND OBLIGATIONS HEREUNDER MAY NOT BE ASSIGNED BY EITHER
PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE OTHER.
12.10.
AMENDMENTS.
THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED OR
SUPPLEMENTED EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY EACH OF THE PARTIES
HERETO.
15
12.11.
THIRD PARTIES.
NOTHING HEREIN EXPRESSED OR IMPLIED IS INTENDED OR
SHALL BE CONSTRUED TO CONFER UPON OR GIVE TO ANY PERSON OTHER THAN THE PARTIES
HERETO AND THEIR SUCCESSORS OR PERMITTED ASSIGNS, ANY RIGHTS OR REMEDIES UNDER
OR BY REASON OF THIS AGREEMENT.
12.12.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE TRANSACTION DOCUMENTS
TOGETHER WITH THE SCHEDULES AND EXHIBITS HERETO AND THERETO, SHALL CONSTITUTE
THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY AND SHALL SUPERSEDE ALL PRIOR NEGOTIATIONS, LETTERS OF
INTENT, UNDERSTANDINGS AND AGREEMENTS. A DISCLOSURE OF ANY INFORMATION IN A
SCHEDULE ATTACHED HERETO, OR DELIVERY PURSUANT TO THE TERMS HEREOF, SHALL BE
CONSIDERED A DISCLOSURE OF SUCH INFORMATION IN ANY OTHER SCHEDULES IN WHICH THE
SAME INFORMATION MAY OTHERWISE BE REQUIRED TO BE INCLUDED IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
12.13.
OTHER INTERPRETIVE MATTERS.
IN THIS AGREEMENT, UNLESS A CLEAR
CONTRARY INTENTION APPEARS:
(A) THE SINGULAR NUMBER INCLUDES THE PLURAL NUMBER
AND VICE VERSA; (B) REFERENCE TO ANY PERSON INCLUDES SUCH PERSON'S SUCCESSORS
AND ASSIGNS BUT ONLY IF SUCH SUCCESSORS AND ASSIGNS ARE PERMITTED BY THIS
AGREEMENT AND REFERENCE TO A PERSON IN A PARTICULAR CAPACITY EXCLUDES SUCH
PERSON IN ANY OTHER CAPACITY; (C) REFERENCE TO ANY GENDER INCLUDES EACH OTHER
GENDER; (D) REFERENCE TO ANY AGREEMENT (INCLUDING THIS AGREEMENT AND THE
SCHEDULES HERETO), DOCUMENT OR INSTRUMENT MEANS SUCH AGREEMENT, DOCUMENT OR
INSTRUMENT AS AMENDED OR MODIFIED AND IN EFFECT FROM TIME TO TIME IN ACCORDANCE
WITH THE TERMS THEREOF AND, IF APPLICABLE, THE TERMS HEREOF (AND WITHOUT GIVING
EFFECT TO ANY AMENDMENT OR MODIFICATION THAT WOULD NOT BE PERMITTED IN
ACCORDANCE WITH THE TERMS HEREOF); (E) REFERENCE TO ANY APPLICABLE LAW MEANS
SUCH APPLICABLE LAW AS AMENDED, MODIFIED, CODIFIED OR REENACTED, IN WHOLE OR IN
PART, AND IN EFFECT FROM TIME TO TIME, INCLUDING RULES AND REGULATIONS
PROMULGATED THEREUNDER AND REFERENCE TO ANY PARTICULAR PROVISION OF ANY
APPLICABLE LAW SHALL BE INTERPRETED TO INCLUDE ANY REVISION OF OR SUCCESSOR TO
THAT PROVISION REGARDLESS OF HOW NUMBERED OR CLASSIFIED; (F) REFERENCE TO ANY
ARTICLE OR SECTION MEANS SUCH ARTICLE OR SECTION HEREOF; (G) "HEREUNDER,"
"HEREOF," "HERETO" AND WORDS OF SIMILAR IMPORT SHALL BE DEEMED REFERENCES TO
THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR SECTION OR OTHER PROVISION
HEREOF; AND (H) "INCLUDING" (AND WITH CORRELATIVE MEANING "INCLUDE")