THIS
AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
THE
PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT
AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG
THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING
WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED
TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A
JUDGE SITTING WITHOUT A JURY.
9.14
TIME.
TIME IS OF THE ESSENCE OF THIS AGREEMENT.
9.15
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND
THE SAME INSTRUMENT, AND ANY OF THE PARTIES MAY EXECUTE THIS AGREEMENT BY
SIGNING ANY SUCH COUNTERPART.
9.16
BROKER'S OR FINDER'S FEE.
EXCEPT AS DISCLOSED IN
SECTION 9.16 OF THE DISCLOSURE SCHEDULE, EACH PARTY HEREBY WARRANTS TO THE OTHER
PARTY THAT IT HAS NOT DEALT WITH ANY INVESTMENT BANKER, BROKER OR SALESMAN IN
THE NEGOTIATION OF THIS AGREEMENT.
EACH PARTY SHALL INDEMNIFY, DEFEND, AND HOLD
HARMLESS THE OTHER PARTY AGAINST ANY COMMISSIONS OR FEES DUE BY VIRTUE OF THE
EXECUTION OR CLOSING OF THIS AGREEMENT, THE OBLIGATION OR ASSERTED CLAIM FOR
WHICH ARISES FROM ACTIONS TAKEN OR CLAIMED TO BE TAKEN BY OR THROUGH THE
INDEMNIFYING PARTY.
9.17
NO THIRD PARTY BENEFICIARIES.
NOTHING IN THIS
AGREEMENT OR THE RELATED AGREEMENTS, WHETHER EXPRESSED OR IMPLIED, IS INTENDED
OR SHALL BE CONSTRUED TO CONFER UPON OR GIVE ANY PERSON, OTHER THAN THE PARTIES
HERETO, OR IN THE CASE OF ARTICLE VI, THE PURCHASER INDEMNIFIED PARTIES AND
SELLER INDEMNIFIED PARTIES, ANY RIGHTS, REMEDIES OR OTHER BENEFITS UNDER OR BY
REASON OF THIS AGREEMENT.
9.18
CONFIDENTIALITY.
WHETHER OR NOT THE CLOSING
ACTUALLY OCCURS, EACH OF THE PARTIES WILL TREAT AND WILL USE ITS BEST EFFORTS TO
CAUSE ALL OF ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, EMPLOYEES, COUNSEL,
ACCOUNTANTS, FINANCIAL ADVISORS, CONSULTANTS AND OTHER REPRESENTATIVES
(COLLECTIVELY "REPRESENTATIVES") TO MAINTAIN, IN CONFIDENCE ALL DOCUMENTS,
MATERIALS AND OTHER INFORMATION DISCLOSED TO IT BY OR ON BEHALF OF THE OTHER
PARTY DURING THE COURSE OF DISCUSSIONS OR NEGOTIATIONS LEADING TO THE EXECUTION
OF THIS AGREEMENT OR THEREAFTER, IN THE PREPARATION OF THIS AGREEMENT OR THE
RELATED AGREEMENTS OR OTHERWISE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED
HEREBY OR THEREBY (THE "CONFIDENTIAL INFORMATION"), UNLESS (A) COMPELLED TO
DISCLOSE BY JUDICIAL OR ADMINISTRATIVE PROCESS (INCLUDING WITHOUT LIMITATION IN
CONNECTION WITH OBTAINING THE NECESSARY APPROVALS OF THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY FROM GOVERNMENTAL AUTHORITIES) OR BY OTHER
REQUIREMENTS OF APPLICABLE LAW OR APPLICABLE RULES OF A NATIONAL SECURITIES
EXCHANGE, (B) DISCLOSED IN A CLAIM ASSERTED OR COMMENCED BY A PARTY HERETO IN
PURSUIT OF ITS RIGHTS OR IN THE EXERCISE OF ITS REMEDIES HEREUNDER, OR UNDER THE
RELATED AGREEMENTS, EXCEPT TO THE EXTENT THAT SUCH DOCUMENTS, MATERIALS OR
INFORMATION CAN BE SHOWN TO HAVE BEEN (I) PREVIOUSLY KNOWN BY A PARTY RECEIVING
SUCH DOCUMENTS, MATERIALS OR INFORMATION,