NECESSARY IN ORDER TO
EXECUTE, DELIVER AND PERFORM THIS AGREEMENT TO WHICH IT IS A PARTY AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY; AND
(II)
THIS AGREEMENT TO WHICH IT IS A PARTY HAS BEEN DULY EXECUTED AND
DELIVERED BY IT AND CONSTITUTES A VALID AND BINDING AGREEMENT OF IT ENFORCEABLE
IN ACCORDANCE WITH THE TERMS THEREOF.
(D)
FACSIMILE SIGNATURES.
EACH PARTY ACKNOWLEDGES THAT IT AND THE
OTHER PARTY MAY EXECUTE THIS AGREEMENT OR AMENDMENT HERETO BY FACSIMILE, STAMP
OR MECHANICAL SIGNATURE.
EACH PARTY EXPRESSLY ADOPTS AND CONFIRMS EACH SUCH
FACSIMILE, STAMP OR MECHANICAL SIGNATURE MADE IN ITS RESPECTIVE NAME AS IF IT
WERE A MANUAL SIGNATURE, AGREES THAT IT SHALL NOT ASSERT THAT ANY SUCH SIGNATURE
IS NOT ADEQUATE TO BIND SUCH PARTY TO THE SAME EXTENT AS IF IT WERE SIGNED
MANUALLY AND AGREES THAT AT THE REASONABLE REQUEST OF THE OTHER PARTY AT ANY
TIME IT
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SHALL AS PROMPTLY AS REASONABLY PRACTICABLE CAUSE THIS AGREEMENT OR ANY
AMENDMENT HERETO TO BE MANUALLY EXECUTED (ANY SUCH EXECUTION TO BE AS OF THE
DATE OF THE INITIAL DATE THEREOF).
SECTION 5.02
GOVERNING LAW.
THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS IRRESPECTIVE OF THE CHOICE OF LAWS PRINCIPLES OF THE STATE OF
ILLINOIS, AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, CONSTRUCTION,
EFFECT, ENFORCEABILITY, PERFORMANCE AND REMEDIES.
SECTION 5.03
ASSIGNABILITY.
THIS AGREEMENT SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES, RESPECTIVELY, AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS; PROVIDED, HOWEVER, THAT NEITHER
PARTY MAY ASSIGN ITS RIGHTS OR DELEGATE ITS OBLIGATIONS UNDER THIS AGREEMENT
WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO.
NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT SHALL BE ASSIGNABLE IN WHOLE IN
CONNECTION WITH A MERGER OR CONSOLIDATION OR THE SALE OF ALL OR SUBSTANTIALLY
ALL OF THE ASSETS OF A PARTY SO LONG AS THE RESULTING, SURVIVING OR TRANSFEREE
PERSON ASSUMES ALL THE OBLIGATIONS OF THE RELEVANT PARTY THERETO BY OPERATION OF
LAW OR PURSUANT TO AN AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE OTHER PARTY.
SECTION 5.04
THIRD PARTY BENEFICIARIES.
THE
PROVISIONS OF THIS AGREEMENT ARE SOLELY FOR THE BENEFIT OF THE PARTIES AND THEIR
RESPECTIVE AFFILIATES, AFTER GIVING EFFECT TO THE DISTRIBUTION, AND ARE NOT
INTENDED TO CONFER UPON ANY PERSON EXCEPT THE PARTIES AND THEIR RESPECTIVE
AFFILIATES, AFTER GIVING EFFECT TO THE DISTRIBUTION, ANY RIGHTS OR REMEDIES
HEREUNDER; AND (B) THERE ARE NO OTHER THIRD PARTY BENEFICIARIES OF THIS
AGREEMENT AND THIS AGREEMENT SHALL NOT PROVIDE ANY OTHER THIRD PARTY WITH ANY
REMEDY, CLAIM, LIABILITY, REIMBURSEMENT, CLAIM OF ACTION OR OTHER RIGHT IN
EXCESS OF THOSE EXISTING WITHOUT REFERENCE TO THIS AGREEMENT.
SECTION 5.05
NOTICE.
ALL NOTICES OR OTHER
COMMUNICATIONS UNDER THIS AGREEMENT MUST BE IN WRITING AND SHALL BE DEEMED TO BE
DULY GIVEN: (A) WHEN DELIVERED IN PERSON; (B) UPON TRANSMISSION VIA CONFIRMED
FACSIMILE TRANSMISSION, PROVIDED THAT SUCH TRANSMISSION IS FOLLOWED BY DELIVERY
OF A PHYSICAL COPY