ADDRESSES SET FORTH FOR EACH
MANAGEMENT MEMBER SELLER ON SUCH MANAGEMENT MEMBER SELLER'S SIGNATURE PAGE
HERETO;
with a copy to:
Adler Pollock & Sheehan P.C.
One Citizens Plaza, 8th Floor
Providence, RI 02903-1345
Attn:
John F. Corrigan
Facsimile:
401-751-0604
53
or to such other address or addresses as any such party may from time to time
designate as to itself by like notice.
SECTION 13.2
AMENDMENTS AND WAIVERS.
(A)
ANY PROVISION OF THIS AGREEMENT MAY
BE AMENDED OR WAIVED IF, BUT ONLY IF, SUCH AMENDMENT OR WAIVER IS IN WRITING AND
IS SIGNED, IN THE CASE OF AN AMENDMENT, BY EACH OF PURCHASER, CROMPTON, BCCM
AGENT, THE MANAGEMENT MEMBERS' AGENT AND THE CARRYHOLDERS' AGENT, OR IN THE CASE
OF A WAIVER, BY THE PARTY AGAINST WHOM THE WAIVER IS TO BE EFFECTIVE.
(B)
NO FAILURE OR DELAY BY ANY PARTY IN EXERCISING ANY RIGHT, POWER OR
PRIVILEGE HEREUNDER WILL OPERATE AS A WAIVER THEREOF NOR WILL ANY SINGLE OR
PARTIAL EXERCISE THEREOF PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE
EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
THE RIGHTS AND REMEDIES HEREIN
PROVIDED WILL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED
BY LAW.
SECTION 13.3
EXPENSES.
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT ARE CONSUMMATED, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR HEREIN,
THE PARTIES WILL PAY OR CAUSE TO BE PAID ALL OF THEIR OWN FEES AND EXPENSES
INCIDENT TO THIS AGREEMENT AND IN PREPARING TO CONSUMMATE AND IN CONSUMMATING
THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE FEES AND EXPENSES OF ANY
BROKER, FINDER, FINANCIAL ADVISOR, INVESTMENT BANKER, LEGAL ADVISOR OR SIMILAR
PERSON ENGAGED BY SUCH PARTY.
SECTION 13.4
SUCCESSORS AND ASSIGNS.
THE PROVISIONS OF THIS AGREEMENT WILL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
NO PARTY MAY ASSIGN, DELEGATE OR OTHERWISE TRANSFER ANY
OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ANY TRANSFER BY WAY
OF MERGER OR OPERATION OF LAW) WITHOUT THE CONSENT OF EACH OTHER PARTY HERETO;
PROVIDED, HOWEVER, THAT PURCHASER MAY ASSIGN ITS RIGHTS UNDER THIS AGREEMENT TO
A WHOLLY-OWNED AFFILIATE OF PURCHASER, IT BEING UNDERSTOOD THAT SUCH ASSIGNMENT
WILL NOT RELIEVE PURCHASER FROM ITS OBLIGATIONS HEREUNDER.
ANY ASSIGNMENT IN
VIOLATION OF THE PRECEDING SENTENCE WILL BE VOID AB INITIO.
SECTION 13.5
NO THIRD-PARTY BENEFICIARIES.
EXCEPT AS PROVIDED IN ARTICLE XII
AND SECTION 13.4, THIS AGREEMENT IS FOR THE SOLE BENEFIT OF THE PARTIES HERETO
AND THEIR PERMITTED SUCCESSORS AND ASSIGNS, AND NOTHING HEREIN EXPRESSED OR
IMPLIED WILL GIVE OR BE CONSTRUED TO GIVE TO ANY PERSON, OTHER THAN THE PARTIES
HERETO AND SUCH PERMITTED SUCCESSORS AND ASSIGNS, ANY LEGAL OR EQUITABLE RIGHTS
HEREUNDER.
SECTION 13.6
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, REGARDLESS OF THE LAWS
THAT MIGHT OTHERWISE GOVERN UNDER PRINCIPLES OF CONFLICT OF LAWS THEREOF.
SECTION 13.7
PUBLIC ANNOUNCEMENTS.
FROM THE DATE HEREOF UNTIL THE CLOSING
DATE, SELLERS AND