No.:
(646) 441-9037
and
The Thomson Corporation
Metro Center
One Station Place
Stamford, Connecticut
06902
Attention: Darren Pocsik, Esq.
Facsimile No.:
(203) 357-9762
5.5.
SEVERABILITY.
IF ANY TERM OR OTHER PROVISION
OF THIS AGREEMENT IS INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED BY ANY RULE
OF LAW, OR PUBLIC POLICY, ALL OTHER CONDITIONS AND PROVISIONS OF THIS AGREEMENT
SHALL NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT SO LONG AS THE ECONOMIC OR
LEGAL SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT AFFECTED IN ANY
MANNER ADVERSE TO ANY PARTY.
UPON ANY DETERMINATION THAT ANY TERM OR OTHER
PROVISION IS INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED, THE PARTIES HERETO
SHALL NEGOTIATE IN GOOD FAITH TO MODIFY THIS AGREEMENT SO AS TO EFFECT THE
ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS POSSIBLE IN AN ACCEPTABLE MANNER TO
THE END THAT THE TRANSACTIONS CONTEMPLATED HEREBY ARE FULFILLED TO THE MAXIMUM
EXTENT POSSIBLE.
5.6.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
BY THE PARTIES HERETO IN SEPARATE COUNTERPARTS (INCLUDING BY FACSIMILE), EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
5.7.
AMENDMENT AND WAIVER.
THIS AGREEMENT MAY NOT
BE AMENDED, EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTIES HERETO, AND
ANY PROVISION HEREIN MAY NOT BE WAIVED BY ANY PARTY EXCEPT AS SET FORTH IN AN
INSTRUMENT IN WRITING SIGNED BY SUCH PARTY.
5.8.
ASSIGNMENT, BINDING EFFECT.
NEITHER THIS
AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER SHALL BE
ASSIGNED BY ANY OF THE PARTIES HERETO (WHETHER BY OPERATION OF LAW OR OTHERWISE)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES.
SUBJECT TO THE
PRECEDING SENTENCE, THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NOTHING IN
THIS AGREEMENT, EXPRESSED OR IMPLIED, IS INTENDED TO CONFER ON ANY PERSON OTHER
THAN THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ANY RIGHTS,
REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT.
5.9.
SPECIFIC PERFORMANCE.
THE PARTIES HERETO
AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE
PROVISIONS OF THIS AGREEMENT WAS NOT PERFORMED IN ACCORDANCE WITH ITS SPECIFIC
TERMS OR WAS OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT THE PARTIES
SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS
AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF IN ANY
DELAWARE COURT, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE
ENTITLED AT LAW OR IN EQUITY.
7
5.10.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE, WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO ITS RULES OF CONFLICT OF LAWS.
5.11.
HEADINGS. THE HEADINGS CONTAINED IN THIS AGREEMENT
ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
5.12.