Marc D. Hauser
Tel: (312) 466-3885 and (312) 466-3281
Fax: (312) 454-0335
with copies to:
Jenner & Block LLP
330 N. Wabash Ave.
Chicago, IL 60611
Attn: Joseph P. Gromacki
Tel: (312) 923-2637
Fax: (312) 923-2737
or to such other address as any party shall specify by written notice so given,
and such notice shall be deemed to have been delivered as of the date so
telecommunicated, personally delivered or mailed. Any party to this Agreement
may notify any other party of any changes to the address or any of the other
details specified in this paragraph; provided, however, that such notification
shall only be effective on the date specified in such notice or five (5)
business days after the notice is given, whichever is later. Rejection or other
refusal to accept or the inability to deliver because of changed address of
which no notice was given shall be deemed to be receipt of the notice as of the
date of such rejection, refusal or inability to deliver.
SECTION 8.8
ASSIGNMENT; BINDING EFFECT. NEITHER THIS AGREEMENT NOR
ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER SHALL BE ASSIGNED BY ANY
OF THE PARTIES HERETO (WHETHER BY OPERATION OF LAW OR OTHERWISE) WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER PARTIES. SUBJECT TO THE PRECEDING SENTENCE,
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 8.9
SEVERABILITY. ANY TERM OR PROVISION OF THIS AGREEMENT
WHICH IS INVALID OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO THAT
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY OR
UNENFORCEABILITY WITHOUT RENDERING INVALID OR UNENFORCEABLE THE REMAINING TERMS
AND PROVISIONS OF THIS AGREEMENT IN ANY OTHER JURISDICTION. IF ANY PROVISION OF
THIS AGREEMENT IS SO BROAD AS TO BE UNENFORCEABLE, SUCH PROVISION SHALL BE
INTERPRETED TO BE ONLY SO BROAD AS IS ENFORCEABLE.
SECTION 8.10
ENTIRE AGREEMENT; THIRD-PARTY BENEFICIARIES. THIS
AGREEMENT (INCLUDING THE EXHIBITS AND SCHEDULES HERETO) AND THE CONFIDENTIALITY
AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT, AND SUPERSEDE ALL OTHER PRIOR
AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, BETWEEN THE PARTIES, OR
ANY OF THEM, WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND, EXCEPT
FOR THE PROVISIONS OF SECTION 2.1(A), SECTION 5.5(A), SECTION 5.5(B)(V), SECTION
5.9, AND THE LAST TWO SENTENCES OF SECTION 5.5(B)(I), IS NOT INTENDED TO AND
SHALL NOT CONFER UPON ANY PERSON OTHER THAN THE PARTIES HERETO ANY RIGHTS OR
REMEDIES HEREUNDER.
SECTION 8.11
AMENDMENTS; WAIVERS. AT ANY TIME PRIOR TO THE EFFECTIVE
TIME, ANY PROVISION OF THIS AGREEMENT MAY BE AMENDED OR WAIVED IF, AND ONLY IF,
SUCH AMENDMENT OR WAIVER IS IN WRITING AND SIGNED, IN THE CASE OF AN AMENDMENT,
BY THE COMPANY, THE ESOP AND
54
MERGER SUB, OR IN THE CASE OF A WAIVER, BY THE PARTY AGAINST WHOM THE WAIVER IS
TO BE EFFECTIVE; PROVIDED, HOWEVER, THAT AFTER RECEIPT OF COMPANY SHAREHOLDER
APPROVAL, IF ANY SUCH AMENDMENT OR WAIVER SHALL BY APPLICABLE LAW OR IN
ACCORDANCE WITH THE RULES