TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS, ASSIGNS AND LEGAL REPRESENTATIVES.
THIS AGREEMENT IS
BEING ENTERED INTO SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND THE PARTIES
HERETO DO NOT INTEND THAT ANY OTHER PERSON SHALL BE A THIRD-PARTY BENEFICIARY OF
ANY COVENANTS OR AGREEMENTS CONTAINED IN THIS AGREEMENT.
16.08
TIME IS OF THE ESSENCE.
TIME IS OF THE ESSENCE IN THE PERFORMANCE
OF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT.
16.09
GOVERNING LAW AND JURISDICTION AND CONSENT TO SERVICE.
(A)
THIS
AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE GENERAL
MARITIME LAW OF THE UNITED STATES AND THE INTERNAL LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES).
(B)
EACH OF SELLER AND BUYER (I) AGREE THAT ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT SOLELY
IN THE STATE OR FEDERAL COURTS OF THE STATE OF NEW YORK; (II) CONSENTS TO THE
EXCLUSIVE JURISDICTION OF EACH SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING
RELATING TO OR ARISING OUT OF THIS AGREEMENT; (III) WAIVES ANY OBJECTION THAT IT
MAY HAVE TO THE LAYING OF VENUE IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY
SUCH COURT; AND (IV) AGREES THAT SERVICE OF ANY COURT PAPER MAY BE MADE IN SUCH
MANNER AS MAY BE PROVIDED UNDER APPLICABLE LAWS OR COURT RULES GOVERNING SERVICE
OF PROCESS.
16.10
WAIVER.
SELLER AND BUYER, OR EITHER OF THEM, MAY WAIVE IN WRITING
ANY BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT BY THE OTHER PARTY, BUT
NO SUCH WAIVER SHALL CONSTITUTE A CONTINUING WAIVER OF SIMILAR OR OTHER BREACHES
OF TERMS AND CONDITIONS HEREOF.
ALL REMEDIES, RIGHTS, UNDERTAKINGS,
OBLIGATIONS, AND AGREEMENTS CONTAINED HEREIN SHALL BE CUMULATIVE AND NOT
MUTUALLY EXCLUSIVE.
38
16.11
SEVERABILITY.
IF ANY OF THE TERMS AND CONDITIONS HEREOF SHALL FOR
ANY REASON BE HELD TO BE LEGALLY INVALID OR UNENFORCEABLE IN ANY RESPECT, SUCH
INVALIDITY, ILLEGALITY, OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER OF THE
TERMS AND CONDITIONS HEREOF AND THE TERMS AND CONDITIONS HEREOF SHALL THEREAFTER
BE CONSTRUED AS IF SUCH INVALID, ILLEGAL, OR UNENFORCEABLE TERMS AND CONDITIONS
HAD NEVER BEEN CONTAINED HEREIN.
16.12
STRICT PERFORMANCE.
THE FAILURE OF SELLER OR BUYER TO INSIST UPON
STRICT PERFORMANCE OF THE TERMS, COVENANTS, AGREEMENTS AND CONDITIONS HEREIN
CONTAINED, OR ANY OF THEM SHALL NOT CONSTITUTE OR BE CONSTRUED AS A WAIVER OR
RELINQUISHMENT OF THE SELLER'S OR BUYER'S RIGHTS TO THEREAFTER ENFORCE SUCH
TERM, COVENANTS OR CONDITION, BUT THE SAME SHALL CONTINUE IN FULL FORCE AND
EFFECT.
16.13
AGREEMENT PREPARATION.
THE PARTIES ACKNOWLEDGE THAT EACH PARTY, AND
ITS COUNSEL, HAVE REVIEWED AND REVISED THIS AGREEMENT, AND THE PARTIES AGREE
THAT THE RULE OF INTERPRETATION OF CONTRACTS, AS SET FORTH IN LOUISIANA CIVIL
CODE ARTICLE 2056, TO THE EFFECT THAT ANY DOUBT CONCERNING A PROVISION IN A
CONTRACT IS TO BE RESOLVED AGAINST THE DRAFTING PARTY OR PARTY WHO FURNISHED ITS
TEXT, SHALL NOT BE EMPLOYED IN THE