THE BENEFIT OF, THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
10.5.
FURTHER ASSURANCES.
SUBJECT TO THE PROVISIONS HEREOF, THE PARTIES
HERETO SHALL MAKE, EXECUTE, ACKNOWLEDGE AND DELIVER SUCH OTHER INSTRUMENTS AND
DOCUMENTS, AND TAKE ALL SUCH OTHER ACTIONS, AS MAY BE REASONABLY REQUIRED IN
ORDER TO EFFECTUATE THE PURPOSES OF THIS AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
SUBJECT TO THE PROVISIONS HEREOF, EACH OF THE
PARTIES SHALL, IN CONNECTION WITH ENTERING INTO THIS AGREEMENT, PERFORMING ITS
OBLIGATIONS HEREUNDER AND TAKING ANY AND ALL ACTIONS RELATING HERETO, COMPLY
WITH ALL APPLICABLE LAWS, REGULATIONS, ORDERS, AND DECREES, AND PROMPTLY PROVIDE
THE OTHER PARTIES WITH ALL SUCH INFORMATION AS THEY MAY REASONABLY REQUEST IN
ORDER TO BE ABLE TO COMPLY WITH THE PROVISIONS OF THIS SENTENCE.
10.6.
WAIVERS.
NO FAILURE OR DELAY ON THE PART OF THE PARTIES IN
EXERCISING ANY POWER OR RIGHT HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR
SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER, OR ANY
ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH RIGHT OR POWER, PRECLUDE
ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT OR
POWER.
NO MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT NOR CONSENT
TO ANY DEPARTURE BY THE PARTIES THEREFROM SHALL IN ANY EVENT BE EFFECTIVE UNLESS
THE SAME SHALL BE IN WRITING, AND THEN SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE
ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN.
10.7.
CHANGE OF LAW.
IF, DUE TO ANY CHANGE IN APPLICABLE LAW OR
REGULATIONS OR THEIR INTERPRETATION BY ANY COURT OF LAW OR OTHER GOVERNING BODY
HAVING JURISDICTION SUBSEQUENT TO THE DATE OF THIS AGREEMENT, PERFORMANCE OF ANY
PROVISION OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED THEREBY SHALL BECOME
IMPRACTICABLE OR IMPOSSIBLE, THE PARTIES HERETO SHALL USE THEIR BEST EFFORTS TO
FIND AND EMPLOY AN ALTERNATIVE MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE
SAME RESULT AS THAT CONTEMPLATED BY SUCH PROVISION.
10.8.
CONFIDENTIALITY.
SUBJECT TO ANY CONTRARY REQUIREMENT OF LAW AND
THE RIGHTS OF EACH PARTY TO ENFORCE ITS RIGHTS HEREUNDER IN ANY LEGAL ACTION,
EACH PARTY AGREES THAT IT SHALL KEEP STRICTLY CONFIDENTIAL, AND SHALL CAUSE ITS
EMPLOYEES AND AGENTS TO KEEP STRICTLY CONFIDENTIAL, ANY
17
INFORMATION WHICH IT OR ANY OF ITS EMPLOYEES OR AGENTS MAY REQUIRE PURSUANT TO,
OR IN THE COURSE OF PERFORMING ITS OBLIGATIONS UNDER, ANY PROVISION OF THIS
AGREEMENT.
10.9.
HEADINGS.
DESCRIPTIVE HEADINGS ARE FOR CONVENIENCE ONLY AND SHALL
NOT CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS
AGREEMENT.
10.10.
COUNTERPARTS.
FOR THE CONVENIENCE OF THE PARTIES, ANY NUMBER OF
COUNTERPARTS OF THIS AGREEMENT MAY BE EXECUTED BY THE PARTIES HERETO, AND EACH
SUCH EXECUTED COUNTERPART SHALL BE, AND SHALL BE DEEMED TO BE, AN ORIGINAL
INSTRUMENT.
10.11.
NOTICES.
ALL NOTICES, REQUESTS, CLAIMS AND OTHER COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING AND SHALL BE GIVEN OR MADE (AND SHALL BE DEEMED TO
HAVE BEEN DULY GIVEN OR MADE UPON RECEIPT)