THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
SECTION, TO THE EXTENT SET FORTH IN THE MERGER AGREEMENT, THE COMPANY
REPRESENTATIVE OR BUYER REPRESENTATIVE MAY RESIGN AT ANY TIME.
IN THE EVENT
THAT THE COMPANY REPRESENTATIVE OR BUYER REPRESENTATIVE HAS RESIGNED OR BEEN
REMOVED, A NEW COMPANY REPRESENTATIVE OR BUYER REPRESENTATIVE SHALL BE APPOINTED
IN ACCORDANCE WITH THE MERGER AGREEMENT.
WRITTEN NOTICE OF ANY SUCH RESIGNATION
OR REMOVAL AND ANY SUCH APPOINTMENT SHALL BE DELIVERED TO THE ESCROW AGENT
(G)
AMENDMENT, WAIVER, ETC.
THIS AGREEMENT
SHALL NOT BE AMENDED, MODIFIED, ALTERED OR REVOKED WITHOUT THE PRIOR WRITTEN
CONSENT OF EACH OF THE BUYER
9
REPRESENTATIVE AND THE COMPANY REPRESENTATIVE; PROVIDED THAT NO AMENDMENT OR
MODIFICATION WILL BE MADE TO SECTION 7 AND SECTION 8 HEREOF WITHOUT THE WRITTEN
CONSENT OF THE ESCROW AGENT.
THE BUYER REPRESENTATIVE AND THE COMPANY
REPRESENTATIVE SEPARATELY AGREE TO PROVIDE TO THE ESCROW AGENT A COPY OF ALL
AMENDMENTS AND AGREE THAT THE ESCROW AGENT SHALL NOT BE BOUND BY SUCH AMENDMENTS
UNTIL IT HAS RECEIVED A COPY.
NO FAILURE OR DELAY BY A PARTY HERETO IN
EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF, AND NO SINGLE OR PARTIAL EXERCISE THEREOF SHALL PRECLUDE ANY RIGHT OF
FURTHER EXERCISE OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
(H)
HEADINGS.
SECTION HEADINGS USED HEREIN ARE
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE DEEMED TO CONSTITUTE A PART
OF THIS AGREEMENT FOR ANY OTHER PURPOSE, OR TO LIMIT, CHARACTERIZE OR IN ANY WAY
AFFECT ANY PROVISION OF THIS AGREEMENT, AND ALL PROVISIONS OF THIS AGREEMENT
WILL BE ENFORCED AS IF SUCH HEADINGS HAD NOT BEEN INCLUDED HEREIN.
(I)
NO STRICT CONSTRUCTION.
THE PARTIES
HERETO HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LANGUAGE OF THIS
AGREEMENT CONSTITUTES THE MUTUAL INTENTION AND UNDERSTANDING OF THE PARTIES, AND
THAT EACH PARTY HERETO HAS BEEN REPRESENTED BY COMPETENT COUNSEL IN CONNECTION
HEREWITH.
ACCORDINGLY, EACH PARTY HERETO HEREBY WAIVES ANY DOCTRINE OF STRICT
CONSTRUCTION WITH RESPECT TO THE INTERPRETATION HEREOF OR THE RESOLUTION OF ANY
AMBIGUITIES HEREIN, AND NONE OF THE FOREGOING SHALL BE RESOLVED AGAINST ANY
PARTY AS A RESULT OF ANY SUCH DOCTRINE.
(J)
COMPLETE AGREEMENT.
THIS AGREEMENT AND
THE DOCUMENTS REFERRED TO HEREIN CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES
HERETO WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY PRIOR
AGREEMENTS OR UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, ARE ENTIRELY SUPERSEDED
HEREBY.
(K)
DELIVERY BY FACSIMILE OR ELECTRONIC
TRANSMISSION. THIS AGREEMENT, AND ANY AMENDMENTS HERETO, TO THE EXTENT SIGNED
AND DELIVERED BY MEANS OF A FACSIMILE MACHINE OR OTHER ELECTRONIC TRANSMISSION,
SHALL BE TREATED IN ALL MANNER AND RESPECTS AS AN ORIGINAL CONTRACT AND SHALL BE
CONSIDERED TO HAVE THE SAME BINDING LEGAL EFFECTS AS IF IT WERE THE ORIGINAL
SIGNED VERSION THEREOF DELIVERED IN PERSON.
AT THE REQUEST OF ANY PARTY HERETO,
EACH OTHER PARTY HERETO SHALL RE-EXECUTE ORIGINAL FORMS THEREOF AND DELIVER THEM
TO