this Agreement by any Party may be evidenced by
facsimile or other electronic transmission (including scanned documents
delivered by email), which shall be binding upon all Parties.
9.14JOINT ACKNOWLEDGMENT
. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
9.15WAIVER OF JURY TRIAL, SPECIAL DAMAGES, ETC.
EACH OF BUYER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND
IRREVOCABLY (A) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY A JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
DIRECTLY OR INDIRECTLY AT ANY TIME
42
--------------------------------------------------------------------------------
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH, (B) WAIVES, TO THE MAXIMUM EXTENT
NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH
LITIGATION ANY "SPECIAL DAMAGES," AS DEFINED BELOW, except to the extent an
Indemnified Party is required to pay "SPECIAL DAMAGES," AS DEFINED BELOW to a
third party that is not an Indemnified Party (C) CERTIFIES THAT NO PARTY HERETO
NOR ANY REPRESENTATIVE OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (D) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED
IN THIS SECTION, IN EACH CASE IT BEING THE EXPRESS INTENT, UNDERSTANDING, AND
AGREEMENT OF THE PARTIES THAT SUCH WAIVERS ARE TO BE GIVEN THE FULLEST EFFECT,
NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT
LIABILITY OR OTHER LEGAL FAULT OF ANY PARTY. AS USED IN THIS SECTION, "SPECIAL
DAMAGES" INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY AND PUNITIVE DAMAGES
(REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY
PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANOTHER PARTY HERETO OR
ANY CLAIMS OF ANY PERSON FOR WHICH ONE PARTY HAS AGREED TO PROVIDE
INDEMNIFICATION UNDER THIS AGREEMENT.
9.16Mutuality
. The Parties acknowledge and declare that this Agreement is the result of
extensive negotiations between them. Accordingly, if there is any ambiguity in
this Agreement, there shall be no presumption that this instrument was prepared
solely by any Party.
9.17Schedules
. The inclusion of any information (including Dollar amounts) in any section of
the disclosure Schedules hereto shall not be deemed to be an admission or
acknowledgment by Seller that such information is required to be listed on such
Schedule or is material to or outside the Ordinary Course of Business of Seller.
The information contained in this Agreement, the Exhibits and the Schedules
hereto is disclosed solely for purposes of this Agreement, and no information
contained herein or therein shall be deemed to be an admission by any Party
hereto to any Third