HEREIN ARE
FOR REFERENCE AND CONVENIENCE ONLY AND SHALL NOT ENTER INTO THE INTERPRETATION
HEREOF.
E.
SEVERABILITY. TO THE EXTENT THAT ANY
PROVISION OF THIS AGREEMENT IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE
INVALID OR UNENFORCEABLE, THAT PROVISION NOTWITHSTANDING, THE REMAINING
PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SUCH
INVALID OR UNENFORCEABLE PROVISION SHALL BE DELETED.
F.
ASSIGNMENT.
THIS AGREEMENT SHALL BE
BINDING UPON THE SUCCESSORS AND ASSIGNS OF THE PARTIES AND THE NAME OF A PARTY
APPEARING HEREIN SHALL BE DEEMED TO INCLUDE THE NAMES OF ITS SUCCESSORS AND
ASSIGNS.
NO PARTY MAY ASSIGN, DELEGATE OR TRANSFER ALL OR ANY OF ITS RESPECTIVE
RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTY WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD, DELAYED OR
CONDITIONED.
NOTWITHSTANDING THE FOREGOING, EITHER PARTY
9
MAY ASSIGN, DELEGATE OR TRANSFER THIS AGREEMENT OR ANY OF ITS RESPECTIVE RIGHTS
OR OBLIGATIONS TO (A) ITS AFFILIATE, SO LONG AS THE ASSIGNING PARTY
UNCONDITIONALLY GUARANTEES THE OBLIGATIONS OF SUCH AFFILIATE OR (B) ANY
SUCCESSOR OF THE ASSIGNING PARTY'S BUSINESS IN THE EVENT OF A MERGER,
ACQUISITION OR CONSOLIDATION INVOLVING SUCH PARTY OR ITS AFFILIATES.
G.
AMENDMENT. NO ALTERNATION, WAIVER,
CANCELLATION, OR ANY OTHER CHANGE OR MODIFICATION IN ANY TERM OR CONDITION OF
THIS AGREEMENT, OR ANY AGREEMENT CONTEMPLATED TO BE NEGOTIATED OR REACHED
PURSUANT TO THE TERMS OF THIS AGREEMENT, SHALL BE VALID OR BINDING ON EITHER
PARTY UNLESS MADE IN WRITING AND SIGNED BY DULY AUTHORIZED REPRESENTATIVES OF
BOTH PARTIES.
H.
APPROVALS AND SIMILAR ACTIONS. WHEREVER
AGREEMENT, APPROVAL, ACCEPTANCE, CONSENT OR SIMILAR ACTION BY EITHER PARTY
HERETO IS REQUIRED BY ANY PROVISION OF THIS AGREEMENT, SUCH ACTION SHALL NOT BE
UNREASONABLY DELAYED OR WITHHELD.
I.
ENTIRE AGREEMENT. THIS AGREEMENT,
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDES ANY PREVIOUS AGREEMENTS AND UNDERSTANDINGS, WHETHER
ORAL OR WRITTEN, BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF, SUBJECT TO SUCH TERM SHEETS RELATING TO ALLOWANCES, CREDITS, DISCOUNTS,
AND DATING, AS IN EFFECT FROM TIME TO TIME, IN A MANNER CONSISTENT WITH PAST
PRACTICE, CUSTOM AND USAGE BETWEEN THE PARTIES.
J.
NO JOINT VENTURE.
NOTHING HEREIN
SHALL BE DEEMED TO CREATE A RELATIONSHIP OR PARTNERSHIP, JOINT VENTURE, AGENCY
OR EMPLOYMENT RELATIONSHIP BETWEEN AMSCAN AND IPARTY.
THE NATURE OF THE
RELATIONSHIP BETWEEN AMSCAN AND IPARTY HEREUNDER IS THAT OF INDEPENDENT
CONTRACTING PARTIES.
NEITHER AMSCAN NOR IPARTY SHALL BE A FIDUCIARY OF THE
OTHER.
THIS AGREEMENT IS NOT FOR THE BENEFIT OF ANY THIRD PARTY AND SHALL NOT
BE DEEMED TO GIVE ANY RIGHT OR REMEDY TO OR AGAINST ANY SUCH THIRD PARTY EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED HEREIN.
NEITHER PARTY IS THE AGENT OR LEGAL
REPRESENTATIVE OF THE OTHER FOR ANY PURPOSE WHATSOEVER AND HAS NO RIGHT OR
AUTHORITY TO ASSUME OR CREATE ORALLY OR IN WRITING ANY OBLIGATION OF ANY KIND,
EXPRESS OR IMPLIED, ON BEHALF OF THE OTHER.
K.
CONSTRUCTION. THIS AGREEMENT IS THE RESULT