AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, WITH RESPECT THERETO MADE BY ANY
PARTY.
SECTION 9.10
WAIVER.
NO WAIVER OF ANY OF THE PROVISIONS OF THIS
AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER PROVISION
(WHETHER OR NOT SIMILAR) NOR SHALL ANY WAIVER CONSTITUTE A CONTINUING WAIVER
UNLESS OTHERWISE EXPRESSED OR PROVIDED.
ALL WAIVERS HEREUNDER MUST BE IN
WRITING TO BE EFFECTIVE.
SECTION 9.11
ASSIGNMENT.
NEITHER THE SELLERS NOR THE PURCHASERS MAY
ASSIGN OR OTHERWISE TRANSFER THEIR RESPECTIVE RIGHTS AND/OR OBLIGATIONS
HEREUNDER (OR AGREE TO DO SO) WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTIES; PROVIDED, THAT THE PURCHASERS MAY, WITHOUT THE CONSENT OF THE SELLER,
ASSIGN OR TRANSFER ANY OR ALL OF ITS RIGHT AND/OR OBLIGATIONS HEREUNDER TO ONE
OR MORE OF ITS AFFILIATES (IT BEING UNDERSTOOD THAT PURCHASERS NONETHELESS SHALL
REMAIN LIABLE FOR THE PERFORMANCE OF ALL OF PURCHASERS' OBLIGATIONS HEREUNDER TO
THE EXTENT NOT PERFORMED BY THE ASSIGNEE OR ANY PURCHASER DESIGNEE).
ANY
ASSIGNMENT OR OTHER TRANSFER NOT PERMITTED UNDER THIS SECTION 9.11 SHALL BE NULL
AND VOID AB INITIO.
SECTION 9.12
LIABILITY.
THE OBLIGATIONS UNDER THIS AGREEMENT OF CBAY AND
THE CBAY DESIGNEES, SHALL BE JOINT AND SEVERAL.
THE OBLIGATION UNDER THIS
AGREEMENT OF MEDQUIST AND THE MEDQUIST DESIGNEES, SHALL BE JOINT AND SEVERAL.
SECTION 9.13
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BIND AND INURE
TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
SECTION 9.14
NO THIRD PARTY BENEFICIARIES.
NOTHING IN THIS AGREEMENT IS
INTENDED TO, OR SHALL, CONFER ANY THIRD PARTY BENEFICIARY OR OTHER RIGHTS OR
REMEDIES UPON ANY PERSON OTHER THAN THE PARTIES HERETO.
SECTION 9.15
SEVERABILITY OF PROVISIONS.
ANY PROVISION OF THIS AGREEMENT
WHICH IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR
UNENFORCEABLE IN ANY JURISDICTION
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SHALL, AS TO THAT JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY
OR UNENFORCEABILITY WITHOUT RENDERING INVALID OR UNENFORCEABLE THE REMAINING
PROVISIONS OF THIS AGREEMENT OR AFFECTING THE VALIDITY OR ENFORCEABILITY OF ANY
OF THE PROVISIONS OF THIS AGREEMENT IN ANY OTHER JURISDICTION, AND IF ANY
PROVISION OF THIS AGREEMENT IS DETERMINED TO BE SO BROAD AS TO BE UNENFORCEABLE,
SUCH PROVISION SHALL BE INTERPRETED TO BE ONLY SO BROAD AS IS ENFORCEABLE,
PROVIDED IN ALL CASES THAT NEITHER THE ECONOMIC NOR LEGAL SUBSTANCE OF THIS
AGREEMENT IS AFFECTED BY THE OPERATION OF THIS SENTENCE IN ANY MANNER MATERIALLY
ADVERSE TO ANY PARTY.
UPON ANY SUCH DETERMINATION THAT ANY PROVISION OF THIS
AGREEMENT IS INVALID OR UNENFORCEABLE, THE PARTIES SHALL NEGOTIATE IN GOOD FAITH
IN AN EFFORT TO AGREE UPON A SUITABLE AND EQUITABLE SUBSTITUTE PROVISION TO
EFFECT THE ORIGINAL INTENT OF THE PARTIES.
SECTION 9.16
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL HEREOF, AND ALL OF WHICH
SHALL CONSTITUTE A SINGLE AGREEMENT EFFECTIVE AS OF THE DATE HEREOF.
ANY
DELIVERY OF AN EXECUTED COUNTERPART OF THIS AGREEMENT BY FACSIMILE OR ELECTRONIC
MAIL SHALL BE AS EFFECTIVE AS DELIVERY OF