PARTY, UPON ANY
BREACH OR DEFAULT OF THE OTHER PARTY TO THIS AGREEMENT, SHALL IMPAIR ANY SUCH
RIGHT, POWER OR REMEDY OF SUCH PARTY, NOR SHALL IT BE CONSTRUED TO BE A WAIVER
OF ANY SUCH BREACH OR DEFAULT, OR AN ACQUIESCENCE THEREIN, OR OF ANY SIMILAR
BREACH OR DEFAULT THEREAFTER OCCURRING; NOR SHALL ANY WAIVER OF ANY SINGLE
BREACH OR DEFAULT BE DEEMED A WAIVER OF ANY OTHER BREACH OR DEFAULT THERETOFORE
OR THEREAFTER OCCURRING.
EXCEPT AS
49
PROVIDED IN SECTION 13.09, ANY WAIVER, PERMIT, CONSENT OR APPROVAL OF ANY KIND
OR CHARACTER ON THE PART OF ANY PARTY OF ANY BREACH OR DEFAULT UNDER THIS
AGREEMENT, OR ANY WAIVER ON THE PART OF ANY PARTY OF ANY PROVISIONS OR
CONDITIONS OF THIS AGREEMENT, MUST BE IN WRITING AND SHALL BE EFFECTIVE ONLY TO
THE EXTENT SPECIFICALLY SET FORTH IN SUCH WRITING.
ALL REMEDIES, EITHER UNDER
THIS AGREEMENT OR BY LAW OR OTHERWISE AFFORDED TO ANY PARTY, SHALL BE CUMULATIVE
AND NOT ALTERNATIVE.
13.12
CONFLICTS.
IN THE EVENT OF ANY CONFLICTS OR INCONSISTENCIES BETWEEN THE
TERMS OF THIS AGREEMENT AND THE TERMS OF ANY OF THE RELATED AGREEMENTS, THE
TERMS OF THIS AGREEMENT WILL GOVERN AND PREVAIL.
13.13
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN TWO (2)
OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THE EXCHANGE OF
COPIES OF THIS AGREEMENT OR OTHER DOCUMENTS OR AGREEMENTS TO BE DELIVERED
PURSUANT TO THIS AGREEMENT, INCLUDING EXECUTED SIGNATURE PAGES, BY ELECTRONIC
TRANSMISSION WILL CONSTITUTE EFFECTIVE EXECUTION AND DELIVERY OF THIS AGREEMENT
OR ANY SUCH AGREEMENT OR DOCUMENT FOR ALL PURPOSES. SIGNATURES TRANSMITTED
ELECTRONICALLY WILL CONSTITUTE ORIGINAL SIGNATURES FOR ALL PURPOSES.
13.14
EFFECTIVENESS; BINDING EFFECT.
THIS AGREEMENT SHALL BECOME EFFECTIVE AS
TO EACH PARTY HERETO WHEN AND ONLY WHEN THIS AGREEMENT SHALL HAVE BEEN EXECUTED
BY SUCH PARTY; PROVIDED, HOWEVER, THAT THIS AGREEMENT SHALL BE NULL AND VOID AB
INITIO AS TO EACH PARTY HERETO IN THE EVENT THAT BOTH PARTIES HERETO SHALL NOT
HAVE EXECUTED THIS AGREEMENT WITHIN FIVE (5) DAYS OF THE DATE UPON WHICH ANY
PARTY HERETO SHALL HAVE EXECUTED THIS AGREEMENT.
13.15
HEADINGS.
THE HEADINGS OF THE SECTIONS AND ARTICLES OF THIS AGREEMENT
ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT CONSTITUTE A PART HEREOF.
13.16
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE SCHEDULES AND EXHIBITS
HERETO, SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO
IN RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN, AND SUPERSEDES ALL PRIOR
AGREEMENTS, PROMISES, COVENANTS, ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS
OR WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, BY ANY OFFICER,
EMPLOYEE OR REPRESENTATIVE OF ANY PARTY HERETO, EXCEPT THE CONFIDENTIALITY
AGREEMENT AND ANY OTHER RELATED AGREEMENTS, WHICH REMAIN IN FULL FORCE AND
EFFECT.
13.17
NO RECOURSE AGAINST OTHERS.
THIS AGREEMENT IS SOLELY AND EXCLUSIVELY
BETWEEN PURCHASER AND SELLER AND ANY OBLIGATIONS OF SELLER CREATED HEREIN SHALL
BE THE OBLIGATIONS SOLELY OF SELLER. THE DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES AND AFFILIATES OF SELLER OR THE