AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ANY AND ALL PRIOR DISCUSSIONS, NEGOTIATIONS, PROPOSALS, UNDERTAKINGS,
UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, WITH RESPECT THERETO.
7.3.
SUCCESSION AND ASSIGNMENT; NO THIRD-PARTY BENEFICIARY.
SUBJECT
TO THE IMMEDIATELY FOLLOWING SENTENCE, THIS AGREEMENT WILL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS, EACH OF WHICH SUCH SUCCESSORS AND PERMITTED ASSIGNS WILL BE
DEEMED TO BE A PARTY HERETO FOR ALL PURPOSES HEREOF.
NO PARTY MAY ASSIGN,
DELEGATE OR OTHERWISE TRANSFER EITHER THIS AGREEMENT OR ANY OF ITS RIGHTS,
INTERESTS, OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN APPROVAL OF THE
OTHER PARTIES (EXCEPT WITH RESPECT TO ANY SUCCESSOR TO ALL OR SUBSTANTIALLY ALL
OF A PARTY'S BUSINESS THAT BECOMES A PARTY TO THIS AGREEMENT AND SUBJECT TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT TO THE SAME EXTENT, AND IN THE SAME
CAPACITY, AS THE PARTY WHICH IS SO SUCCEEDED, IN WHICH CASE NO PRIOR WRITTEN
CONSENT SHALL BE NECESSARY HEREUNDER).
EXCEPT AS EXPRESSLY PROVIDED HEREIN,
THIS AGREEMENT IS FOR THE SOLE BENEFIT OF THE PARTIES AND THEIR PERMITTED
SUCCESSORS AND ASSIGNEES AND NOTHING HEREIN EXPRESSED OR IMPLIED WILL GIVE OR BE
CONSTRUED TO GIVE ANY PERSON, OTHER THAN THE PARTIES AND SUCH SUCCESSORS AND
ASSIGNEES, ANY LEGAL OR EQUITABLE RIGHTS HEREUNDER.
7.4.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT WILL
BECOME EFFECTIVE WHEN DULY EXECUTED BY EACH PARTY HERETO.
7.5.
HEADINGS.
THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR
CONVENIENCE PURPOSES ONLY AND WILL NOT IN ANY WAY AFFECT THE MEANING OR
INTERPRETATION HEREOF.
7.6.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS, CLAIMS AND OTHER
COMMUNICATIONS REQUIRED OR PERMITTED TO BE DELIVERED, GIVEN OR OTHERWISE
PROVIDED UNDER THIS AGREEMENT MUST BE IN WRITING AND MUST BE DELIVERED, GIVEN OR
OTHERWISE PROVIDED:
(A)
BY HAND (IN WHICH CASE, IT WILL BE EFFECTIVE UPON DELIVERY);
(B)
BY FACSIMILE (IN WHICH CASE, IT WILL BE EFFECTIVE UPON RECEIPT OF
CONFIRMATION OF GOOD TRANSMISSION); OR
(C)
BY OVERNIGHT DELIVERY BY A NATIONALLY RECOGNIZED COURIER SERVICE
(IN WHICH CASE, IT WILL BE EFFECTIVE ON THE BUSINESS DAY AFTER BEING DEPOSITED
WITH SUCH COURIER SERVICE);
in each case, to the address (or facsimile number) listed below:
26
If to the Seller:
Party City Corporation
25 Green Pond Road
Suite #1
Rockaway, NJ 07866
Phone: (973) 983-0888
Fax: (973) 983-4776
Attention:
Gregg A. Melnick, Chief Financial Officer
Joseph J. Zepf, Esq., General Counsel
With a copy to:
Ropes & Gray LLP
One International Place
Boston, MA 02110
Phone: (617) 951-7861
Fax: (617) 951-7050
Attention:
Shari H. Wolkon, Esq.
If to the Buyer or Buyer Parent:
iParty Corp.
270 Bridge Street
Dedham, MA 02026
Phone: (781) 329-3952
Fax: (781) 326-7143
Attention:
Sal Perisano, Chairman & Chief Executive Officer
With a copy to:
Posternak Blankstein & Lund LLP