OF THE AGREEMENT.
NEITHER OF THE PARTIES TO THIS AGREEMENT MAY ASSIGN
ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER TO ANY PERSON WITHOUT THE PRIOR
CONSENT OF THE OTHER PARTY, PROVIDED, HOWEVER, THAT BUYER MAY ASSIGN ITS RIGHTS
AND OBLIGATIONS HEREUNDER TO ANY OTHER PERSON SO LONG AS BUYER GUARANTEES THE
CONTINUING OBLIGATIONS OF SUCH ASSIGNEE HEREUNDER, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO SELLER.
BUYER MAY GIVE ITS ASSIGNEE A COPY OF THIS
AGREEMENT, INCLUDING EXHIBITS.
16.06
PRESS RELEASES.
NO PRESS RELEASES OR OTHER PUBLIC ANNOUNCEMENTS
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, SHALL BE MADE
PRIOR TO THE CLOSING WITHOUT THE JOINT APPROVAL OF SELLER AND BUYER, EXCEPT AS
BUYER MAY BE REQUIRED BY U.S. SECURITIES LAWS.
36
16.07
BINDING AGREEMENT; NO THIRD PARTY RIGHTS.
THIS AGREEMENT SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS, ASSIGNS AND LEGAL REPRESENTATIVES.
THIS AGREEMENT IS
BEING ENTERED INTO SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND THE PARTIES
HERETO DO NOT INTEND THAT ANY OTHER PERSON SHALL BE A THIRD-PARTY BENEFICIARY OF
ANY COVENANTS OR AGREEMENTS CONTAINED IN THIS AGREEMENT.
16.08
TIME IS OF THE ESSENCE.
TIME IS OF THE ESSENCE IN THE PERFORMANCE
OF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT.
16.09
GOVERNING LAW AND JURISDICTION AND CONSENT TO SERVICE.
(A)
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE GENERAL MARITIME LAW OF THE UNITED STATES AND THE INTERNAL LAWS OF THE STATE
OF NEW YORK (WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES).
(B)
EACH OF SELLER AND BUYER (I) AGREE THAT ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT SOLELY
IN THE STATE OR FEDERAL COURTS OF THE STATE OF NEW YORK; (II) CONSENTS TO THE
EXCLUSIVE JURISDICTION OF EACH SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING
RELATING TO OR ARISING OUT OF THIS AGREEMENT; (III) WAIVES ANY OBJECTION THAT IT
MAY HAVE TO THE LAYING OF VENUE IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY
SUCH COURT; AND (IV) AGREES THAT SERVICE OF ANY COURT PAPER MAY BE MADE IN SUCH
MANNER AS MAY BE PROVIDED UNDER APPLICABLE LAWS OR COURT RULES GOVERNING SERVICE
OF PROCESS.
16.10
WAIVER.
SELLER AND BUYER, OR EITHER OF THEM, MAY WAIVE IN WRITING
ANY BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT BY THE OTHER PARTY, BUT
NO SUCH WAIVER SHALL CONSTITUTE A CONTINUING WAIVER OF SIMILAR OR OTHER BREACHES
OF TERMS AND CONDITIONS HEREOF.
ALL REMEDIES, RIGHTS, UNDERTAKINGS,
OBLIGATIONS, AND AGREEMENTS CONTAINED HEREIN SHALL BE CUMULATIVE AND NOT
MUTUALLY EXCLUSIVE.
37
16.11
SEVERABILITY.
IF ANY OF THE TERMS AND CONDITIONS HEREOF SHALL FOR
ANY REASON BE HELD TO BE LEGALLY INVALID OR UNENFORCEABLE IN ANY RESPECT, SUCH
INVALIDITY, ILLEGALITY, OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER OF THE
TERMS AND CONDITIONS HEREOF AND THE TERMS AND CONDITIONS HEREOF SHALL THEREAFTER
BE CONSTRUED AS IF SUCH INVALID, ILLEGAL, OR UNENFORCEABLE TERMS