WAIVER OF THE OBLIGATIONS HEREIN OF
EITHER PARTY SHALL BE VALID ONLY IF SET FORTH IN AN INSTRUMENT IN WRITING
REFERRING TO THIS SECTION AND SIGNED BY THE PARTY TO BE BOUND THEREBY. ANY
WAIVER OF ANY TERM OR CONDITION SHALL NOT BE CONSTRUED AS A WAIVER OF ANY
SUBSEQUENT BREACH OR A SUBSEQUENT WAIVER OF THE SAME TERM OR CONDITION, OR A
WAIVER OF ANY OTHER TERM OR CONDITION, OF THIS AGREEMENT. THE FAILURE OF ANY
PARTY TO ASSERT ANY OF ITS RIGHTS HEREUNDER SHALL NOT CONSTITUTE A WAIVER OF ANY
OF SUCH RIGHTS.
7.9
NO ORAL MODIFICATION. NEITHER THIS AGREEMENT NOR ANY OF ITS TERMS
OR PROVISIONS MAY BE AMENDED, MODIFIED, WAIVED, DISCHARGED OR TERMINATED, EXCEPT
BY A WRITTEN INSTRUMENT SIGNED BY THE PARTIES HERETO.
7.10
EXPENSES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, ALL
COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, FEES AND DISBURSEMENTS OF
COUNSEL, FINANCIAL ADVISORS AND ACCOUNTANTS, INCURRED IN CONNECTION WITH THIS
AGREEMENT SHALL BE PAID BY THE PARTY INCURRING SUCH COST AND EXPENSES.
7.11
ENTIRE AGREEMENT. THIS AGREEMENT, INCLUDING THE OTHER DOCUMENTS
REFERRED TO HEREIN WHICH FORM A PART HEREOF, AND THE SETTLEMENT AGREEMENT, DATED
AS OF THE DATE HEREOF, BY AND BETWEEN SELLER, SELLER PARENT AND BUYER, AS AGENT,
CONTAIN THE FULL AGREEMENT BETWEEN THE PARTIES HERETO ON ITS SUBJECT MATTERS,
AND SUPERSEDES AND RENDERS NULL AND VOID ALL PRIOR
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AGREEMENTS OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, WHICH EXIST OR MAY HAVE
EXISTED BETWEEN THE PARTIES WITH RESPECT TO ITS SUBJECT MATTERS.
7.12
CONSTRUCTION. BUYER AND SELLER ACKNOWLEDGE THAT EACH OF THEM HAS
HAD THE BENEFIT OF LEGAL COUNSEL OF ITS OWN CHOICE AND HAS BEEN AFFORDED AN
OPPORTUNITY TO REVIEW THIS AGREEMENT AND THE OTHER ACQUISITION DOCUMENTS AND
THAT THIS AGREEMENT AND THE OTHER ACQUISITION DOCUMENTS SHALL BE CONSTRUED AS IF
JOINTLY DRAFTED BY BUYER AND SELLER.
7.13
ADDITIONAL DOCUMENTS. THE PARTIES HERETO WILL, WITHOUT ADDITIONAL
CONSIDERATION, EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AND TAKE SUCH OTHER
ACTION AS MAY BE REASONABLY REQUESTED BY ANY OTHER PARTY HERETO IN ORDER TO
CARRY OUT THE PURPOSES OF THIS AGREEMENT.
7.14
NO THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, IS INTENDED TO CONFER UPON ANY PERSON OR ENTITY OTHER THAN THE PARTIES
HERETO ANY RIGHTS OR REMEDIES OF ANY NATURE WHATSOEVER UNDER OR BY REASON OF
THIS AGREEMENT OR ANY PROVISION OF THIS AGREEMENT. THIS AGREEMENT AND ALL OF ITS
PROVISIONS AND CONDITIONS ARE FOR THE SOLE AND EXCLUSIVE BENEFIT OF THE PARTIES
TO THIS AGREEMENT AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
7.15
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH
OF WHICH SHALL BE AN ORIGINAL, AND ALL OF WHICH, TAKEN TOGETHER, SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT. THE PARTIES AGREE THAT TELECOPIED OR
ELECTRONICALLY SCANNED COPIES OF SIGNATURES WILL BE SUFFICIENT, WITH ORIGINAL
SIGNATURE PAGES TO BE SUPPLIED AND EXCHANGED AT A LATER DATE.
Signature Page Follows.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first