OR MODIFIED,
AND ANY PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, IN EACH CASE UPON THE
APPROVAL, IN WRITING, EXECUTED BY EACH OF THE COMPANY, THE SELLERS'
REPRESENTATIVE AND THE PURCHASER.
NO OTHER COURSE OF DEALING BETWEEN OR AMONG
ANY OF THE PARTIES OR ANY DELAY IN EXERCISING ANY RIGHTS PURSUANT TO THIS
AGREEMENT SHALL OPERATE AS A WAIVER OF ANY RIGHTS OF ANY PARTY.
9.5
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THIS AGREEMENT, ALL COVENANTS AND AGREEMENTS SET FORTH IN THIS AGREEMENT BY OR
ON BEHALF OF THE PARTIES SHALL BIND AND INURE TO THE BENEFIT OF THE RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS OF THE PARTIES, WHETHER SO EXPRESSED OR NOT,
EXCEPT THAT NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR
OBLIGATIONS HEREUNDER MAY BE ASSIGNED BY THE PURCHASER (ON THE ONE HAND), OR THE
SELLERS (ON THE OTHER HAND) WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY.
THE PURCHASER MAY (I) (AT ANY TIME PRIOR TO THE CLOSING) AT ITS SOLE
DISCRETION, IN WHOLE OR IN PART ASSIGN ITS RIGHTS PURSUANT TO THIS AGREEMENT,
INCLUDING THE RIGHT TO PURCHASE THE ZATARAIN STOCK, TO ONE OR MORE OF ITS DIRECT
OR INDIRECT WHOLLY OWNED AFFILIATES, AND (II) DESIGNATE ONE OR MORE OF ITS
AFFILIATES TO PERFORM ITS OBLIGATIONS HEREUNDER (IN ANY OR ALL OF WHICH CASES
THE PURCHASER NONETHELESS SHALL REMAIN RESPONSIBLE FOR THE PERFORMANCE OF ALL OF
ITS OBLIGATIONS HEREUNDER).
9.6
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT PROVISION OR RULE (WHETHER OF THE STATE
OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED.
IN FURTHERANCE OF
THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL CONTROL THE
INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH
JURISDICTION'S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF
SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
9.7
NOTICES.
ALL DEMANDS, NOTICES, COMMUNICATIONS AND REPORTS PROVIDED
FOR IN THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE EITHER SENT BY FACSIMILE
WITH CONFIRMATION TO THE NUMBER SPECIFIED BELOW OR PERSONALLY DELIVERED OR SENT
BY REPUTABLE OVERNIGHT COURIER SERVICE (DELIVERY CHARGES PREPAID) TO ANY PARTY
AT THE ADDRESS SPECIFIED BELOW, OR AT SUCH ADDRESS, TO THE ATTENTION OF SUCH
OTHER PERSON, AND WITH SUCH OTHER COPY, AS THE RECIPIENT PARTY HAS SPECIFIED BY
PRIOR WRITTEN NOTICE TO THE SENDING PARTY PURSUANT TO THE PROVISIONS OF THIS
SECTION 9.7.
If to the Company:
Zatarain's Brands, Inc.
82 First Street
Gretna, LA
70053
Telecopy:
(504) 362-2004
Attn:
Mr. Lawrence Kurzius
37
with copies, which shall not constitute notice to the Company, to:
Kirkland & Ellis
Citigroup Center
153 East 53rd Street
New York, NY 10022-4675
Telecopy:
(212) 446-4900
Attn:
Kimberly P. Taylor, Esq.
If to the Sellers' Representative (which shall