94301
Attention:
Kenton J. King, Esq.
Telephone:
(650) 470-4500
Fax:
(650) 470-4570
(C)
IF TO KERR:
Kerr Group, Inc.
500 New Holland Avenue
Lancaster, Pennsylvania
17602-2104
Attention:
Lawrence C. Caldwell
Telephone:
(717) 390-8439
With a simultaneous copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1100
Palo Alto, California
94301
Attention:
Kenton J. King, Esq.
Telephone:
(650) 470-4500
Fax:
(650) 470-4570
10.2
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT FOR ANY REASON
SHALL BE HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE, SUCH ILLEGALITY SHALL NOT
AFFECT ANY OTHER PROVISION OF THIS AGREEMENT, BUT THIS AGREEMENT SHALL BE
CONSTRUED AS IF SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION HAD NEVER BEEN
INCLUDED HEREIN.
10.3
ASSIGNMENT; BINDING EFFECT; BENEFIT.
NO ASSIGNMENT BY ANY PARTY OF
ITS RIGHTS NOR DELEGATION BY ANY PARTY OF ITS OBLIGATIONS UNDER THIS AGREEMENT
OR ANY TRANSACTION
54
Document shall be permitted unless Kerr and Purchaser, on the one hand, or
Seller, on the other hand, consents in writing thereto, except that Purchaser
may (a) assign, in its sole discretion, any of or all of its rights, interests
and obligations under this Agreement to Kerr or to any direct or indirect
wholly-owned Subsidiary of Kerr, and (b) pledge this Agreement and any of its
rights and obligations hereunder in whole or in part to any other Person, in
each case without the consent of Seller, provided in each case that no such
assignment shall relieve Purchaser of any of its obligations hereunder.
This
Agreement shall be binding upon and shall inure to the benefit of the Parties
and their respective successors and permitted assigns.
Notwithstanding anything
in this Agreement to the contrary, expressed or implied, this Agreement is not
intended to confer any rights or remedies on any Person other than the Parties
and their respective successors and permitted assigns.
10.4
INCORPORATION OF EXHIBITS AND SCHEDULES.
ALL EXHIBITS AND
SCHEDULES ATTACHED HERETO AND REFERRED TO HEREIN ARE HEREBY INCORPORATED HEREIN
AND MADE A PART OF THIS AGREEMENT FOR ALL PURPOSES AS IF FULLY SET FORTH
HEREIN.
THE DISCLOSURES MADE BY THE PARTIES IN ANY SCHEDULE TO THIS AGREEMENT
SHALL APPLY WITH THE SAME FORCE AND EFFECT TO EACH OTHER SECTION HEREOF TO WHICH
IT IS REASONABLY APPARENT THAT SUCH DISCLOSURES SHOULD APPLY.
10.5
GOVERNING LAW; SUBMISSION TO JURISDICTION.
THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK OTHER THAN CONFLICT OF LAWS PRINCIPLES THEREOF DIRECTING THE
APPLICATION OF ANY LAW OTHER THAN THAT OF NEW YORK.
COURTS WITHIN THE STATE OF
NEW YORK (LOCATED WITHIN NEW YORK CITY) WILL HAVE JURISDICTION OVER ALL DISPUTES
BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS.
THE PARTIES HEREBY CONSENT TO AND AGREE TO SUBMIT TO THE
JURISDICTION OF SUCH COURTS.
EACH OF THE PARTIES WAIVES, AND AGREES NOT TO
ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY CLAIM THAT (A) SUCH