OF THIS AGREEMENT ARE DEEMED INCORPORATED AND MERGED INTO THIS AGREEMENT
AND ARE DEEMED TO HAVE BEEN ABANDONED IF NOT SO INCORPORATED, SUBJECT TO THE
EXCEPTIONS STATED IN THIS AGREEMENT.
NO REPRESENTATIONS, ORAL OR WRITTEN, ARE
BEING RELIED UPON BY EITHER PARTY IN EXECUTING THIS AGREEMENT OTHER THAN THE
EXPRESS REPRESENTATIONS SET FORTH IN THIS AGREEMENT.
THE PARTIES HAVE EACH
ENTERED INTO THIS AGREEMENT BASED ON THEIR OWN INDEPENDENT JUDGMENT.
THIS
AGREEMENT CANNOT BE CHANGED OR TERMINATED WITHOUT THE EXPRESS WRITTEN CONSENT OF
THE PARTIES.
14.
OTHER DOCUMENTATION.
THE PARTIES SHALL PROMPTLY EXECUTE,
ACKNOWLEDGE AND DELIVER ALL FURTHER DOCUMENTS AND INSTRUMENTS THAT MAY BE
NECESSARY OR CONVENIENT TO CONSUMMATE THIS AGREEMENT; AND TO EXECUTE,
ACKNOWLEDGE, ATTEST AND DELIVER ALL ADDITIONAL DOCUMENTS, INSTRUMENTS, CONSENTS
AND APPROVALS NECESSARY OR ADVISABLE TO MORE FULLY EVIDENCE AND PERFECT EACH
PARTY'S RIGHTS AND OBLIGATIONS DESCRIBED IN THIS AGREEMENT.
15.
NON-WAIVER.
ONE OR MORE WAIVERS OF A BREACH OF ANY COVENANT,
TERM, OR PROVISION OF THIS AGREEMENT BY ANY PARTY SHALL NOT BE CONSTRUED AS A
WAIVER OF A SUBSEQUENT BREACH OF THE SAME COVENANT, TERM OR PROVISION; NOR SHALL
IT BE CONSIDERED A WAIVER OF ANY OTHER THEN EXISTING, PRECEDING, OR SUBSEQUENT
BREACH OF A DIFFERENT COVENANT, TERM, OR PROVISION.
16.
AUTHORITY.
THE CONSULTANT HEREBY ACKNOWLEDGES AND EXPRESSLY
WARRANTS AND REPRESENTS FOR HIMSELF, AND FOR HIS PREDECESSORS, SUCCESSORS,
ASSIGNS, HEIRS, EXECUTORS, ADMINISTRATORS, AND LEGAL REPRESENTATIVES, AS
APPLICABLE, THAT HE (A) IS LEGALLY COMPETENT AND AUTHORIZED TO EXECUTE THIS
AGREEMENT; (B) HAS NOT ASSIGNED, PLEDGED, OR OTHERWISE IN ANY MANNER, SOLD OR
TRANSFERRED, EITHER BY INSTRUMENT IN WRITING OR OTHERWISE, ANY RIGHT, TITLE,
INTEREST, OR CLAIM THAT HE MAY HAVE BY REASON OF ANY MATTER DESCRIBED IN THIS
AGREEMENT; (C) HAS THE FULL RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND
TO CONSUMMATE THE COVENANTS CONTEMPLATED HEREIN; AND (D) WILL EXECUTE AND
DELIVER SUCH FURTHER DOCUMENTS AND UNDERTAKE SUCH FURTHER ACTIONS AS MAY
REASONABLY BE REQUIRED TO EFFECT ANY OF THE AGREEMENTS AND COVENANTS IN THIS
AGREEMENT.
THE COMPANY HEREBY REPRESENTS THAT THIS AGREEMENT HAS BEEN DULY
AUTHORIZED BY THE COMPANY AND THAT THE PERSON EXECUTING THIS AGREEMENT ON BEHALF
OF THE COMPANY IS AUTHORIZED TO EXECUTE THIS AGREEMENT.
17.
SEVERABILITY.
IF ANY PROVISION OR TERM OF THIS AGREEMENT IS HELD
TO BE ILLEGAL, INVALID, OR UNENFORCEABLE, SUCH PROVISION OR TERM SHALL BE FULLY
SEVERABLE; THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL,
INVALID, OR UNENFORCEABLE PROVISION HAD NEVER COMPRISED PART OF THIS AGREEMENT;
AND THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT AND SHALL NOT BE AFFECTED BY THE ILLEGAL, INVALID, OR UNENFORCEABLE
PROVISION OR BY ITS SEVERANCE FROM THIS AGREEMENT.
FURTHERMORE, IN LIEU OF EACH
SUCH ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION OR TERM THERE SHALL BE ADDED
AUTOMATICALLY AS A PART OF THIS AGREEMENT ANOTHER PROVISION OR TERM AS SIMILAR
TO THE ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND THAT
IS LEGAL, VALID, AND ENFORCEABLE.
18.
ATTORNEYS' FEES IN THE EVENT OF