RESPECT TO INDEMNIFIED PARTIES, THIS AGREEMENT IS
FOR THE SOLE BENEFIT OF THE PARTIES TO THIS AGREEMENT AND MEMBERS OF THEIR
RESPECTIVE GROUP AND THEIR PERMITTED SUCCESSORS AND ASSIGNS AND NOTHING IN THIS
AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO OR SHALL CONFER UPON ANY OTHER
PERSON OR ENTITY ANY LEGAL OR EQUITABLE RIGHT, BENEFIT OR REMEDY OF ANY NATURE
WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
21.6
PUBLIC ANNOUNCEMENTS.
THE PARTIES SHALL
CONSULT WITH EACH OTHER BEFORE ISSUING, AND GIVE EACH OTHER THE OPPORTUNITY TO
REVIEW AND COMMENT UPON, ANY PRESS RELEASE OR OTHER PUBLIC STATEMENTS WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE PSAS, AND
SHALL NOT ISSUE ANY SUCH PRESS RELEASE OR MAKE ANY SUCH PUBLIC STATEMENT PRIOR
TO SUCH CONSULTATION, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, COURT PROCESS
OR BY OBLIGATIONS PURSUANT TO ANY LISTING AGREEMENT WITH ANY NATIONAL SECURITIES
EXCHANGE OR NATIONAL SECURITIES QUOTATION SYSTEM.
31
21.7
ENTIRE AGREEMENT.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS AGREEMENT (INCLUDING THE PSAS AND THE
ATTACHMENTS HERETO AND THERETO) CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES
HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDES ALL
PRIOR AGREEMENTS AND UNDERTAKINGS, BOTH WRITTEN AND ORAL, BETWEEN OR ON BEHALF
OF THE PARTIES HERETO WITH RESPECT TO SUCH SUBJECT MATTER, PROVIDED, THAT,
UNLESS OTHERWISE EXPRESSLY AGREED BY THE PARTIES, MATTERS ARISING PRIOR TO THE
EXECUTION DATE SHALL BE GOVERNED BY THE PROVISIONS OF THE MASTER OUTSOURCING
AGREEMENT (INCLUDING THE PSAS AND ATTACHMENTS THERETO) AS IN EFFECT PRIOR TO
SUCH DATE.
21.8
AMENDMENT.
NO PROVISION OF THIS AGREEMENT OR
ANY PSA MAY BE AMENDED OR MODIFIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY ALL
THE PARTIES TO SUCH AGREEMENT.
NO WAIVER BY ANY PARTY OF ANY PROVISION HEREOF
SHALL BE EFFECTIVE UNLESS EXPLICITLY SET FORTH IN WRITING AND EXECUTED BY THE
PARTY SO WAIVING.
THE WAIVER BY ANY PARTY HERETO OF A BREACH OF ANY PROVISION
OF THIS AGREEMENT OR ANY PSA SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF
ANY OTHER SUBSEQUENT BREACH.
21.9
RULES OF CONSTRUCTION.
INTERPRETATION OF THIS
AGREEMENT AND THE PSAS SHALL BE GOVERNED BY THE FOLLOWING RULES OF
CONSTRUCTION:
(A) WORDS IN THE SINGULAR SHALL BE HELD TO INCLUDE THE PLURAL AND
VICE VERSA AND WORDS OF ONE GENDER SHALL BE HELD TO INCLUDE THE OTHER GENDER AS
THE CONTEXT REQUIRES, (B) REFERENCES TO THE TERMS ARTICLE, SECTION, PARAGRAPH,
SCHEDULE AND EXHIBIT ARE REFERENCES TO THE ARTICLES, SECTIONS, PARAGRAPHS,
SCHEDULES AND EXHIBITS TO THIS AGREEMENT AND THE PSAS UNLESS OTHERWISE
SPECIFIED, (C) THE WORD "INCLUDING" AND WORDS OF SIMILAR IMPORT SHALL MEAN
"INCLUDING, WITHOUT LIMITATION," (D) PROVISIONS SHALL APPLY, WHEN APPROPRIATE,
TO SUCCESSIVE EVENTS AND TRANSACTIONS, (E) THE TABLE OF CONTENTS AND HEADINGS
CONTAINED HEREIN ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY
THE MEANING OR INTERPRETATION OF THIS AGREEMENT AND THE PSAS, AND (F) THIS
AGREEMENT AND THE PSAS SHALL BE CONSTRUED WITHOUT REGARD TO ANY PRESUMPTION