ANY TIME HEREAFTER WITHOUT THE OTHER PARTY'S PRIOR
WRITTEN CONSENT, TRANSACT ANY BUSINESS IN THE NAME OF THE OTHER PARTY OR
OBLIGATE IT IN ANY MANNER, CHARACTER OR DESCRIPTION.
THIS AGREEMENT DOES NOT
ESTABLISH OR CREATE A PARTNERSHIP OR JOINT VENTURE AMONG THE PARTIES.
12.9
SUCCESSORS; ASSIGNMENT.
(A)
SUCCESSORS.
THIS AGREEMENT IS BINDING UPON AND WILL INURE TO THE
BENEFIT OF THE PARTIES AND THEIR RESPECTIVE PERMITTED ASSIGNEES OR SUCCESSORS IN
INTEREST, INCLUDING WITHOUT LIMITATION THOSE THAT MAY SUCCEED BY ASSIGNMENT,
TRANSFER OR OTHERWISE TO THE OWNERSHIP OF EITHER OF THE PARTIES OR OF THE ASSETS
NECESSARY TO THE CONDUCT OF THE BUSINESS TO WHICH THIS AGREEMENT RELATES.
(B)
ASSIGNMENT.
THIS AGREEMENT MAY NOT BE ASSIGNED OR OTHERWISE
TRANSFERRED BY EITHER PARTY WITHOUT THE CONSENT OF THE OTHER PARTY, WHICH
CONSENT SHALL NOT BE
41
Confidential Information, indicated by [***] has been omitted from this filing
and filed separately with the Securities Exchange Commission
UNREASONABLY WITHHELD, DELAYED, OR CONDITIONED; PROVIDED, HOWEVER, THAT EITHER
PARTY MAY, WITHOUT SUCH CONSENT, ASSIGN THIS AGREEMENT TOGETHER WITH ALL OF ITS
RIGHTS AND OBLIGATIONS HEREUNDER TO ITS AFFILIATES, OR TO A SUCCESSOR IN
INTEREST IN CONNECTION WITH THE TRANSFER OR SALE OF ALL OR SUBSTANTIALLY ALL OF
ITS BUSINESS TO WHICH THIS AGREEMENT RELATES, OR IN THE EVENT OF ITS MERGER OR
CONSOLIDATION OR CHANGE IN CONTROL OR SIMILAR TRANSACTION, SUBJECT TO THE
ASSIGNEE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
ANY PURPORTED
ASSIGNMENT IN VIOLATION OF THE PRECEDING SENTENCES SHALL BE VOID.
ANY PERMITTED
SUCCESSOR SHALL ASSUME AND BE BOUND BY ALL OBLIGATIONS OF ITS ASSIGNOR OR
PREDECESSOR UNDER THIS AGREEMENT.
12.10
COMPLETE AGREEMENT; MODIFICATION.
THIS AGREEMENT, ALONG WITH ITS
EXHIBITS WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE, CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES, AND CANCELS AND SUPERSEDES ANY AND ALL PREVIOUS
AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
ALL
MODIFICATIONS OR AMENDMENTS HERETO MUST BE IN WRITING AND SIGNED BY ALL
PARTIES.
NO RENEWAL, TERMINATION OR CANCELLATION OF THIS AGREEMENT, OR
MODIFICATION OR WAIVER OF ANY OF ITS PROVISIONS, OR ANY FUTURE REPRESENTATION,
PROMISE OR CONDITION IN CONNECTION WITH THE SUBJECT MATTER HEREOF, SHALL BE
BINDING UNLESS IT IS MADE IN WRITING, DATED AND SIGNED BY AN AUTHORIZED OFFICER
OR EMPLOYEE OF EACH PARTY.
12.11
HEADINGS.
ALL SECTION HEADINGS CONTAINED IN THIS AGREEMENT AND IN
ANY EXHIBIT REFERRED TO HEREIN OR ATTACHED TO THIS AGREEMENT ARE FOR CONVENIENCE
ONLY, WILL NOT BE DEEMED A PART OF THIS AGREEMENT AND WILL NOT AFFECT THE
MEANING OR INTERPRETATION OF THIS AGREEMENT.
12.12
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL BUT ALL OF WHICH TOGETHER
WILL CONSTITUTE A SINGLE INSTRUMENT.
12.13
NO THIRD-PARTY RIGHTS.
NO PROVISION OF THIS AGREEMENT WILL BE DEEMED
OR CONSTRUED IN ANY WAY TO RESULT IN THE CREATION OF ANY RIGHT OR OBLIGATION IN
ANY PERSON OR ENTITY NOT A PARTY TO THIS AGREEMENT.
12.14
EXCEPTIONS UPON ACQUISITION.
NOTWITHSTANDING ANYTHING IN