PROVISIONS OF THIS AGREEMENT SHALL
NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT.
UPON SUCH DETERMINATION THAT ANY
TERM OR OTHER PROVISION IS INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED, THE
PARTIES TO THIS AGREEMENT SHALL NEGOTIATE IN GOOD FAITH TO MODIFY THIS AGREEMENT
SO AS TO EFFECT THE ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS POSSIBLE IN A
MUTUALLY ACCEPTABLE MANNER IN ORDER THAT THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT BE CONSUMMATED AS ORIGINALLY CONTEMPLATED TO THE GREATEST EXTENT
POSSIBLE.
6.
ASSIGNMENT; NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT SHALL
NOT BE ASSIGNED BY ANY PARTY HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTIES HERETO.
THIS AGREEMENT IS FOR THE SOLE BENEFIT OF THE PARTIES TO
THIS AGREEMENT AND THEIR PERMITTED SUCCESSORS AND ASSIGNS AND, EXCEPT FOR
BENEFICIARIES OF THE INDEMNITIES SET FORTH IN EXHIBIT A, NOTHING IN THIS
AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO OR SHALL CONFER UPON ANY OTHER
PERSON OR ENTITY ANY LEGAL OR EQUITABLE RIGHT, BENEFIT OR REMEDY OF ANY NATURE
WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
7.
AMENDMENT.
NO PROVISION OF THIS AGREEMENT MAY BE AMENDED OR
MODIFIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY ALL THE PARTIES TO SUCH
AGREEMENT.
NO WAIVER BY ANY PARTY OF ANY PROVISION HEREOF SHALL BE EFFECTIVE
UNLESS EXPLICITLY SET FORTH IN WRITING AND EXECUTED BY THE PARTY SO WAIVING.
THE WAIVER BY EITHER PARTY HERETO OF A BREACH OF ANY PROVISION OF THIS AGREEMENT
SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF ANY OTHER SUBSEQUENT BREACH.
8.
RULES OF CONSTRUCTION.
INTERPRETATION OF THIS AGREEMENT SHALL BE
GOVERNED BY THE FOLLOWING RULES OF CONSTRUCTION:
(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) REFERENCES TO
THE TERMS ARTICLE, SECTION, PARAGRAPH, EXHIBIT AND SCHEDULE ARE REFERENCES TO
THE ARTICLES, SECTIONS, PARAGRAPHS, EXHIBITS AND SCHEDULES TO THIS AGREEMENT
UNLESS OTHERWISE SPECIFIED, (C) THE WORD "INCLUDING" AND WORDS OF SIMILAR IMPORT
SHALL MEAN "INCLUDING, WITHOUT LIMITATION," (D) PROVISIONS SHALL APPLY, WHEN
APPROPRIATE, TO SUCCESSIVE EVENTS AND TRANSACTIONS, (E) THE TABLE OF CONTENTS
AND HEADINGS CONTAINED HEREIN ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT
AFFECT IN ANY WAY THE MEANING OR INTERPRETATION OF THIS AGREEMENT AND (F) THIS
AGREEMENT SHALL BE CONSTRUED WITHOUT REGARD TO ANY PRESUMPTION OR RULE REQUIRING
CONSTRUCTION OR INTERPRETATION AGAINST THE PARTY DRAFTING OR CAUSING ANY
INSTRUMENT TO BE DRAFTED.
9.
DISPUTE RESOLUTION.
ANY DISPUTE, CONTROVERSY OR CLAIM ARISING
OUT OF OR RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR THE
VALIDITY, INTERPRETATION, BREACH OR TERMINATION OF ANY PROVISION OF THIS
AGREEMENT SHALL BE RESOLVED IN ACCORDANCE WITH THE DISPUTE RESOLUTION MECHANISM
DESCRIBED IN EXHIBIT B.
2
10.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, AND BY THE DIFFERENT PARTIES TO EACH SUCH AGREEMENT IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL BUT
ALL OF