EXPENSES.
EXCEPT WHERE OTHERWISE EXPRESSLY PROVIDED
FOR IN THIS AGREEMENT, EACH OF THE PARTIES HERETO SHALL PAY THEIR OWN EXPENSES,
INCLUDING WITHOUT LIMITATION THE FEES AND EXPENSES OF THEIR RESPECTIVE ATTORNEYS
AND ACCOUNTANTS, IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREIN, WHETHER OR NOT THE CLOSING TAKES PLACE. SELLER SHALL PAY
ALL SALES AND USE TAXES, IF ANY, REQUIRED ON ACCOUNT OF THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
16.4
WAIVER.
FAILURE OR DELAY ON THE PART OF ANY OF THE
PARTIES HERETO TO EXERCISE ANY RIGHT, POWER OR PRIVILEGE HEREUNDER, OR UNDER ANY
INSTRUMENT EXECUTED PURSUANT HERETO, SHALL NOT OPERATE AS A WAIVER THEREOF, NOR
SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE PRECLUDE
ANY OTHER OR FURTHER EXERCISE THEREOF OR OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
ALL WAIVERS HEREUNDER MUST BE IN WRITING.
16.5
FURTHER ASSURANCES. FOLLOWING THE CLOSING, THE
PARTIES, WITHOUT FURTHER CONSIDERATION OF ANY KIND, SHALL EACH EXECUTE AND
DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, SUCH OTHER INSTRUMENTS, AND
TAKE, OR CAUSE TO BE TAKEN, SUCH OTHER ACTION, AS SHALL REASONABLY BE REQUESTED
BY ANOTHER PARTY HERETO TO MORE EFFECTIVELY ASSIGN, TRANSFER AND CONVEY THE SALE
ASSETS TO PURCHASER OR TO MORE EFFECTIVELY CARRY OUT THE OTHER TERMS AND
PROVISIONS OF THIS AGREEMENT. SELLER SHALL USE REASONABLE EFFORTS TO ASSIST
PURCHASER IN EFFECTING A SMOOTH TRANSITION IN OWNERSHIP AND OPERATION OF THE
SALE ASSETS AFTER THE CLOSING DATE, BUT SELLER SHALL NOT BE REQUIRED TO INCUR
ANY COST OR EXPENSE OTHER THAN AS SPECIFICALLY PROVIDED HEREIN.
16.6
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE
EXHIBITS HERETO AND OTHER DOCUMENTS REFERRED TO HEREIN AS HAVING BEEN DELIVERED
OR FURNISHED BY EITHER PARTY TO THE OTHER) CONSTITUTES THE ENTIRE AGREEMENT AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL AND WRITTEN, BETWEEN
THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF.
16.7
AMENDMENTS.
THIS AGREEMENT MAY NOT BE MODIFIED OR
CHANGED EXCEPT BY AN INSTRUMENT OR INSTRUMENTS IN WRITING SIGNED BY BOTH OF THE
PARTIES HERETO.
16.8
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS
WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS.
16.9
GENDER AND NUMBER.
WHENEVER THE CONTEXT REQUIRES OR
PERMITS, WORDS USED IN THE SINGULAR SHALL BE CONSTRUED TO MEAN OR INCLUDE THE
PLURAL AND VICE VERSA, AND PRONOUNS OF ANY GENDER OR, NEUTER, SHALL BE DEEMED TO
MEAN OR INCLUDE ANY OTHER GENDER AND NEUTER.
16.10
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN AS MANY
COUNTERPARTS AS MAY BE DEEMED NECESSARY OR CONVENIENT, EACH OF WHICH WHEN SO
EXECUTED SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL CONSTITUTE
ONE AND THE SAME INSTRUMENT.
22
16.11
PUBLIC ANNOUNCEMENT.
THE PARTIES WILL COOPERATE AS TO AND
JOINTLY APPROVE THE CONTENTS OF A GENERAL PUBLIC ANNOUNCEMENT OF THIS
TRANSACTION UPON THE EXECUTION AND DELIVERY OF THIS AGREEMENT.
16.12
INTENTIONALLY DELETED.
16.13
FAX COPIES.
PURCHASER, ECC AND SELLER AGREE THAT
"FACSIMILE" TRANSMISSIONS OF SIGNED