HERETO
RESPECTING SUCH MATTERS.
THIS AGREEMENT MAY NOT BE MODIFIED OR AMENDED EXCEPT
BY WRITTEN AGREEMENT SIGNED BY BOTH PARTIES.
11.4
BUSINESS DAYS.
WHENEVER ANY ACTION MUST BE TAKEN (INCLUDING THE
GIVING OF NOTICE OR THE DELIVERY OF DOCUMENTS) UNDER THIS AGREEMENT DURING A
CERTAIN PERIOD OF TIME (OR BY A PARTICULAR DATE) THAT ENDS (OR OCCURS) ON A
NON-BUSINESS DAY, THEN SUCH PERIOD (OR DATE) SHALL BE EXTENDED UNTIL THE NEXT
SUCCEEDING BUSINESS DAY.
AS USED HEREIN, THE TERM "BUSINESS DAY" SHALL BE
DEEMED TO MEAN ANY DAY, OTHER THAN A SATURDAY OR SUNDAY, ON WHICH COMMERCIAL
BANKS IN THE STATE OF NEW YORK ARE NOT REQUIRED OR AUTHORIZED TO BE CLOSED FOR
BUSINESS.
11.5
INTERPRETATION.
SECTION HEADINGS SHALL NOT BE USED IN CONSTRUING
THIS AGREEMENT.
EACH PARTY ACKNOWLEDGES THAT SUCH PARTY AND ITS COUNSEL, AFTER
NEGOTIATION AND CONSULTATION, HAVE REVIEWED AND REVISED THIS AGREEMENT.
AS
SUCH, THE TERMS OF THIS AGREEMENT SHALL BE FAIRLY CONSTRUED AND THE USUAL RULE
OF CONSTRUCTION, TO WIT, THAT AMBIGUITIES IN THIS AGREEMENT SHOULD BE RESOLVED
AGAINST THE DRAFTING PARTY, SHALL NOT BE EMPLOYED IN THE INTERPRETATION OF THIS
AGREEMENT OR ANY AMENDMENTS, MODIFICATIONS OR EXHIBITS HERETO OR THERETO.
WHENEVER THE WORDS "INCLUDING", "INCLUDE" OR "INCLUDES" ARE USED IN THIS
AGREEMENT, THEY SHALL BE INTERPRETED IN A NON-EXCLUSIVE MANNER.
EXCEPT AS
OTHERWISE INDICATED, ALL EXHIBIT AND SECTION REFERENCES IN THIS AGREEMENT SHALL
BE DEEMED TO REFER TO THE EXHIBITS AND SECTIONS IN THIS AGREEMENT.
20
11.6
GOVERNING LAW.
THIS AGREEMENT, SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
11.7
SUCCESSORS AND ASSIGNS.
PURCHASER MAY NOT ASSIGN OR TRANSFER ITS
RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF
THE SELLER, WHICH CONSENT MAY BE GIVEN OR WITHHELD IN THE SOLE AND ABSOLUTE
DISCRETION OF SELLER; PROVIDED THAT, IN THE EVENT OF SUCH AN ASSIGNMENT OR
TRANSFER, THE TRANSFEREE SHALL ASSUME IN WRITING ALL OF THE TRANSFEROR'S
OBLIGATIONS HEREUNDER (BUT PURCHASER OR ANY SUBSEQUENT TRANSFEROR SHALL NOT BE
RELEASED FROM OBLIGATIONS HEREUNDER). NOTWITHSTANDING AND WITHOUT LIMITING THE
FOREGOING, NO CONSENT GIVEN BY SELLER TO ANY TRANSFER OR ASSIGNMENT OF
PURCHASER'S RIGHTS OR OBLIGATIONS HEREUNDER SHALL BE DEEMED TO CONSTITUTE A
CONSENT TO ANY OTHER TRANSFER OR ASSIGNMENT OF PURCHASER'S RIGHTS OR OBLIGATIONS
HEREUNDER AND NO TRANSFER OR ASSIGNMENT IN VIOLATION OF THE PROVISIONS HEREOF
SHALL BE VALID OR ENFORCEABLE.
SUBJECT TO THE FOREGOING, THIS AGREEMENT AND THE
TERMS AND PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE SUCCESSORS AND ASSIGNS OF THE PARTIES.
NOTWITHSTANDING THE FOREGOING,
PURCHASER MAY ASSIGN AND TRANSFER THIS AGREEMENT TO AN ENTITY WHICH IS
AFFILIATED WITH OR RELATED TO PURCHASER AND OVER WHICH KENNETH COHEN HAS
MANAGEMENT CONTROL, PROVIDED SELLER IS PROVIDED WITH EVIDENCE OF THE FOREGOING
REASONABLY SATISFACTORY TO SELLER.
11.8
NOTICES.
ALL NOTICES, REQUESTS OR OTHER COMMUNICATIONS WHICH MAY
BE OR ARE REQUIRED TO BE GIVEN, SERVED OR SENT BY EITHER PARTY HERETO TO THE
OTHER SHALL BE DEEMED TO HAVE