relating
to this Agreement is brought or otherwise initiated, the prevailing Party shall
be entitled to recover reasonable attorney's fees, costs and disbursements (in
addition to any other relief to which the prevailing Party may be entitled).
11.15
Nonsurvival of Representations and Warranties.
None of the
representations and warranties in this Agreement or in any certificate or
instrument delivered pursuant to this Agreement shall survive the Closing.
11.16
Specific Performance.
The parties hereto agree that irreparable
damage would occur in the event any of the provisions of this Agreement were not
to be performed in accordance with the terms hereof and that the Parties shall
be entitled to specific performance of the terms hereof in addition to any other
remedies at law or in equity. Each Party agrees to waive any requirement for the
posting of, or securing of, a bond in connection with any such remedy.
11.17
Time of Essence.
With regard to all dates and time periods set
forth or referred to in this Agreement, time is of the essence.
11.18
Interpretation and Rules of Construction.
In this Agreement,
except to the extent otherwise provided or that the context otherwise requires:
69
(A)
WHEN A REFERENCE IS MADE IN THIS AGREEMENT TO AN ARTICLE, SECTION,
EXHIBIT OR SCHEDULE, SUCH REFERENCE IS TO AN ARTICLE OR SECTION OF, OR A
SCHEDULE OR EXHIBIT TO, THIS AGREEMENT;
(B)
THE TABLE OF CONTENTS AND HEADINGS FOR THIS AGREEMENT ARE FOR
REFERENCE PURPOSES ONLY AND DO NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT;
(C)
WHENEVER THE WORDS "INCLUDE," "INCLUDES" OR "INCLUDING" ARE USED
IN THIS AGREEMENT, THEY ARE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT
LIMITATION";
(D)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT, WHEN USED IN THIS AGREEMENT, REFER TO THIS AGREEMENT AS A WHOLE AND NOT
TO ANY PARTICULAR PROVISION OF THIS AGREEMENT;
(E)
ALL TERMS DEFINED IN THIS AGREEMENT HAVE THE DEFINED MEANINGS WHEN
USED IN ANY CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO,
UNLESS OTHERWISE DEFINED THEREIN;
(F)
THE DEFINITIONS CONTAINED IN THIS AGREEMENT ARE APPLICABLE TO THE
SINGULAR AS WELL AS THE PLURAL FORMS OF SUCH TERMS;
(G)
ANY LAW DEFINED OR REFERRED TO HEREIN OR IN ANY AGREEMENT OR
INSTRUMENT THAT IS REFERRED TO HEREIN MEANS SUCH LAW OR STATUTE AS FROM TIME TO
TIME AMENDED, MODIFIED OR SUPPLEMENTED, INCLUDING BY SUCCESSION OF COMPARABLE
SUCCESSOR LAWS;
(H)
REFERENCES TO A PERSON ARE ALSO TO ITS SUCCESSORS AND PERMITTED
ASSIGNS;
(I)
THE USE OF "OR" IS NOT INTENDED TO BE EXCLUSIVE UNLESS EXPRESSLY
INDICATED OTHERWISE;
(J)
THE TITLES, CAPTIONS OR HEADINGS OF THE ARTICLES AND SECTIONS
HEREIN ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT INTENDED TO BE
A PART OF OR TO AFFECT THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
11.19
Representation by Counsel.
Each Party hereto represents and agrees
with each other that it has been represented by or had the opportunity to be
represented by, independent counsel of its