THE
SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR ORAL OR WRITTEN AGREEMENTS AND
UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF.
NO STATEMENT,
REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF ANY KIND NOT EXPRESSLY SET
FORTH IN THE DOCUMENTS SHALL AFFECT, OR BE USED TO INTERPRET, CHANGE OR
RESTRICT, THE EXPRESS TERMS AND PROVISIONS OF THIS AGREEMENT.
11.3
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS, HEIRS, PERSONAL
REPRESENTATIVES, LEGAL REPRESENTATIVES, AND PERMITTED ASSIGNS.
43
11.4
ASSIGNMENT.
NEITHER THIS AGREEMENT, NOR ANY RIGHT HEREUNDER, MAY
BE ASSIGNED BY ANY OF THE PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTIES.
11.5
MODIFICATIONS AND AMENDMENTS.
THE TERMS AND PROVISIONS OF THIS
AGREEMENT MAY BE MODIFIED OR AMENDED ONLY BY WRITTEN AGREEMENT EXECUTED BY ALL
PARTIES HERETO.
11.6
WAIVERS.
THE TERMS AND PROVISIONS OF THIS AGREEMENT MAY BE
WAIVED, OR CONSENT FOR THE DEPARTURE THEREFROM GRANTED, ONLY BY WRITTEN DOCUMENT
EXECUTED BY THE PARTY ENTITLED TO THE BENEFITS OF SUCH TERMS OR PROVISIONS.
NO
WAIVER OR CONSENT SHALL BE DEEMED TO BE OR SHALL CONSTITUTE A WAIVER OR CONSENT
WITH RESPECT TO ANY OTHER TERMS OR PROVISIONS OF THIS AGREEMENT, WHETHER OR NOT
SIMILAR.
EACH SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCE AND FOR THE PURPOSE FOR WHICH IT WAS GIVEN, AND SHALL NOT CONSTITUTE A
CONTINUING WAIVER OR CONSENT.
NO FAILURE OR DELAY BY A PARTY IN EXERCISING ANY
RIGHT, POWER OR REMEDY UNDER THIS AGREEMENT, AND NO COURSE OF DEALING BETWEEN
THE PARTIES HERETO, SHALL OPERATE AS A WAIVER OF ANY THE RIGHT, POWER OR REMEDY
OF THE PARTY.
NO SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR REMEDY UNDER
THIS AGREEMENT BY A PARTY, NOR ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO
ENFORCE ANY RIGHT, POWER OR REMEDY, SHALL PRECLUDE ANY PARTY FROM ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR REMEDY
HEREUNDER.
THE ELECTION OF ANY REMEDY BY A PARTY SHALL NOT CONSTITUTE A WAIVER
OF THE RIGHT OF THE PARTY TO PURSUE OTHER AVAILABLE REMEDIES.
NO NOTICE TO OR
DEMAND ON A PARTY NOT EXPRESSLY REQUIRED UNDER THIS AGREEMENT SHALL ENTITLE THE
PARTY RECEIVING NOTICE OR DEMAND TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN
SIMILAR OR OTHER CIRCUMSTANCES OR CONSTITUTE A WAIVER OF THE RIGHTS OF THE PARTY
GIVING NOTICE OR DEMAND TO ANY OTHER OR FURTHER ACTION IN ANY CIRCUMSTANCES
WITHOUT NOTICE OR DEMAND.
11.7
NO THIRD PARTY BENEFICIARY.
EXCEPT AS OTHERWISE PROVIDED HEREIN,
NOTHING EXPRESSED OR IMPLIED IN THIS AGREEMENT IS INTENDED, OR SHALL BE
CONSTRUED, TO CONFER UPON OR GIVE ANY PERSON OTHER THAN THE PARTIES AND THEIR
RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, LEGAL REPRESENTATIVES, SUCCESSORS
AND PERMITTED ASSIGNS, ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS
AGREEMENT.
NOTWITHSTANDING THE FOREGOING, THE INDEMNIFIED ENTITIES AND PERSONS
REFERRED TO IN ARTICLE IX ARE EXPRESSLY ACKNOWLEDGED TO BE THIRD PARTY
BENEFICIARIES OF THIS AGREEMENT.
11.8
SEVERABILITY.
IF ANY