OR OBLIGATION OF OR
BY SELLER CONTAINED IN THIS AGREEMENT THAT HAS RENDERED THE SATISFACTION OF ANY
CONDITION TO THE OBLIGATIONS OF BUYER CONTAINED IN SECTION 6.1 IMPOSSIBLE AND
SUCH VIOLATION OR BREACH HAS NOT BEEN WAIVED BY BUYER; OR
(IV)
BY SELLER, IF THERE HAS BEEN A VIOLATION OR
BREACH BY BUYER OF ANY REPRESENTATION, WARRANTY, COVENANT OR OBLIGATION OF OR BY
BUYER CONTAINED IN THIS AGREEMENT THAT HAS RENDERED THE SATISFACTION OF ANY
CONDITION TO THE OBLIGATIONS OF SELLER CONTAINED IN SECTION 5.1 IMPOSSIBLE AND
SUCH VIOLATION OR BREACH HAS NOT BEEN WAIVED BY SELLER.
(B)
IF BUYER OR SELLER SHALL TERMINATE THIS
AGREEMENT PURSUANT TO THE PROVISIONS HEREOF, SUCH TERMINATION SHALL BE EFFECTED
BY NOTICE TO THE OTHER PARTY SPECIFYING THE PROVISION HEREOF PURSUANT TO WHICH
SUCH TERMINATION IS MADE.
7.2
EFFECT OF TERMINATION.
IN THE EVENT OF THE
TERMINATION HEREOF PURSUANT TO THE PROVISIONS OF THIS ARTICLE VII, THIS
AGREEMENT SHALL BECOME VOID AND HAVE NO EFFECT, AND EACH PARTY SHALL PAY ALL OF
ITS OWN EXPENSES INCURRED IN CONNECTION HEREWITH, WITHOUT ANY LIABILITY ON THE
PART OF ANY PARTY OR ITS DIRECTORS, OFFICERS OR SHAREHOLDERS; PROVIDED, HOWEVER,
THAT IF THIS AGREEMENT IS TERMINATED BECAUSE EITHER PARTY HAS DEFAULTED UNDER OR
BREACHED THIS AGREEMENT, THEN THE PARTY SO ELECTING TO TERMINATE THIS AGREEMENT
SHALL BE ENTITLED TO PURSUE, EXERCISE AND ENFORCE ANY AND ALL OTHER REMEDIES,
RIGHTS, POWERS AND PRIVILEGES AVAILABLE TO IT AT LAW OR IN EQUITY AGAINST THE
OTHER PARTY WITH RESPECT TO SUCH BREACH OR DEFAULT.
ARTICLE VIII
MISCELLANEOUS
8.1
EXPENSES.
EACH OF THE PARTIES HERETO SHALL
PAY ITS OWN FEES AND EXPENSES (INCLUDING THE FEES OF ANY ATTORNEYS, ACCOUNTANTS,
INVESTMENT BANKERS OR OTHERS ENGAGED BY SUCH PARTY) IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS BETWEEN BUYER AND SELLER AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREBY ARE CONSUMMATED.
8.2
SURVIVAL.
THE REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT OR IN ANY OTHER TRANSACTION
DOCUMENT BETWEEN BUYER AND SELLER, SHALL SURVIVE (AND NOT BE AFFECTED IN ANY
RESPECT BY) THE CLOSING, ANY INVESTIGATION CONDUCTED BY OR ON BEHALF OF ANY
PARTY HERETO AND ANY INFORMATION WHICH ANY PARTY MAY RECEIVE.
12
8.3
CERTAIN INTERPRETATIVE MATTERS.
THE
CAPTIONS OF ARTICLES AND SECTIONS OF THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND
SHALL NOT CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS
OF THIS AGREEMENT.
AS USED HEREIN, (A) WORDS IN THE SINGULAR SHALL BE HELD TO
INCLUDE THE PLURAL AND VICE VERSA AND WORDS OF ONE GENDER SHALL BE HELD TO
INCLUDE THE OTHER GENDER AS THE CONTEXT REQUIRES, (B) THE TERMS "HEREOF,"
"HEREIN," "HEREBY," AND "HEREWITH" AND WORDS OF SIMILAR IMPORT SHALL, UNLESS
OTHERWISE STATED, BE CONSTRUED TO REFER TO THIS AGREEMENT AS A WHOLE (INCLUDING
ALL OF THE EXHIBITS) AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, (C)
ARTICLE, SECTION, PARAGRAPH AND EXHIBIT REFERENCES ARE TO THE ARTICLES,
SECTIONS, PARAGRAPHS AND EXHIBITS TO THIS AGREEMENT UNLESS