THE SUPPLIER MAY ASSIGN ANY OF ITS RIGHTS AND OBLIGATIONS TO AN
AFFILIATE OR AFFILIATES OF SUPPLIER WITHOUT THE CONSENT OF BUYERS, FAIRPOINT OR
SURVIVING CORPORATION (IT BEING AGREED THAT, ANY SUCH ASSIGNMENT SHALL NOT
RELIEVE SUPPLIER OF ITS OBLIGATIONS HEREUNDER).
THIS AGREEMENT SHALL BE BINDING
ON, AND INURE TO THE BENEFIT OF, THE PARTIES HERETO AND THEIR RESPECTIVE
PERMITTED SUCCESSORS AND ASSIGNS.
22.3
AMENDMENTS.
THIS AGREEMENT MAY BE AMENDED OR
MODIFIED ONLY BY A SUBSEQUENT WRITING SIGNED BY AUTHORIZED REPRESENTATIVES OF
ALL PARTIES.
22.4
HEADINGS/CAPTIONS.
THE HEADINGS AND CAPTIONS SET
FORTH IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT BE CONSIDERED AS
PART OF THIS AGREEMENT NOR AS IN ANY WAY LIMITING OR AMPLIFYING THE TERMS AND
PROVISIONS HEREOF.
22.5
ENTIRE AGREEMENT.
THIS AGREEMENT (TOGETHER WITH
ITS SCHEDULES), THE DISTRIBUTION AGREEMENT AND THE MERGER AGREEMENT SUPERSEDE
AND REVOKE ANY PRIOR
38
DISCUSSIONS AND REPRESENTATIONS, OTHER AGREEMENTS, TERM SHEETS, COMMITMENTS,
ARRANGEMENTS OR UNDERSTANDINGS OF ANY SORT WHATSOEVER, WHETHER WRITTEN OR ORAL,
THAT MAY HAVE BEEN MADE OR ENTERED INTO BY THE PARTIES RELATING TO THE MATTERS
CONTEMPLATED HEREBY; PROVIDED, THAT IF THERE IS A CONFLICT BETWEEN THE
PROVISIONS OF THE DISTRIBUTION AGREEMENT, THE MERGER AGREEMENT AND THIS
AGREEMENT, THE PROVISIONS OF THIS AGREEMENT SHALL GOVERN AND CONTROL.
22.6
WAIVER.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
IN THIS AGREEMENT, NEITHER THE FAILURE NOR ANY DELAY ON THE PART OF ANY PARTY TO
EXERCISE ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OR WAIVER OF ANY SUCH RIGHT,
POWER OR PRIVILEGE PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE
EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE AVAILABLE TO EACH PARTY AT LAW
OR IN EQUITY.
22.7
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, ANY OR ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
22.8
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCEPT
THAT NO EFFECT SHALL BE GIVEN TO ANY CONFLICTS OF LAW PRINCIPLES OF THE STATE OF
NEW YORK THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION).
THE PARTIES IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF
ANY NEW YORK STATE COURT OR ANY FEDERAL COURT LOCATED IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK FOR PURPOSES OF ANY SUIT, ACTION OR OTHER
PROCEEDING TO ENFORCE THE PROVISIONS OF ARTICLE XIX OR ANY ARBITRATION AWARD
UNDER ARTICLE XIX.
THE PARTIES AGREE THAT SERVICE OF PROCESS, SUMMONS OR NOTICE
OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY'S RESPECTIVE ADDRESS SET FORTH
IN SECTION 21.1 SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR
PROCEEDING IN NEW YORK WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO
JURISDICTION AS SET FORTH ABOVE IN THE IMMEDIATELY PRECEDING SENTENCE.
THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT