PLACE
AND STEAD TO RECEIVE AND ACCEPT ON THEIR BEHALF SERVICE OF PROCESS IN ANY
ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS AS TO WHICH IT HAS
SUBMITTED TO JURISDICTION AS SET FORTH ABOVE.
SECTION 26.
MISCELLANEOUS.
(A)
ALL REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN WILL TERMINATE AS PROVIDED IN SECTION 17(A), EXCEPT THAT THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 2 (A) SHALL SURVIVE FOR
THREE YEARS AFTER THE DATE OF THIS AGREEMENT AND THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN SECTIONS 2(B)-(G), INCLUSIVE, AND SECTION 3 AND
SECTION 4 WILL SURVIVE FOR ONE YEAR AFTER THE TERMINATION OF THE PURCHASE OPTION
AS SET FORTH IN SECTION 12.
THE COVENANTS AND AGREEMENTS MADE HEREIN WILL
SURVIVE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
THE REPRESENTATIONS AND
WARRANTIES GIVEN BY EACH SHAREHOLDER HEREIN ARE NOT IN DEROGATION OR LIMITATION
OF THE REPRESENTATIONS AND WARRANTIES GIVEN BY SUCH SHAREHOLDER IN ANY LETTERS
OF TRANSMITTAL OR SIMILAR DOCUMENTS EXECUTED AND DELIVERED BY SUCH SHAREHOLDER
PURSUANT TO THE OFFER OR THE MERGER.
(B)
EACH SHAREHOLDER APPROVES AND CONSENTS TO
THE CANCELLATION OF THEIR OPTIONS IN EXCHANGE FOR THE CASH PAYMENTS SUBJECT TO
THE TERMS AND CONDITIONS SET FORTH IN THE MERGER AGREEMENT.
(C)
ANY PROVISION OF THIS AGREEMENT MAY BE
WAIVED AT ANY TIME BY THE PARTY THAT IS ENTITLED TO THE BENEFITS THEREOF.
NO
SUCH WAIVER, AMENDMENT OR SUPPLEMENT WILL BE EFFECTIVE UNLESS IN WRITING AND
SIGNED BY THE PARTY OR PARTIES SOUGHT TO BE BOUND THEREBY.
ANY WAIVER BY ANY
PARTY OF A BREACH OF ANY PROVISION OF THIS AGREEMENT WILL NOT OPERATE AS OR BE
CONSTRUED TO BE A WAIVER OF ANY OTHER BREACH OF SUCH PROVISION OR OF ANY BREACH
OF ANY OTHER PROVISION OF THIS AGREEMENT.
THE FAILURE OF A PARTY TO INSIST UPON
STRICT ADHERENCE TO ANY TERM OF THIS AGREEMENT OR ONE OR MORE SECTIONS HEREOF
WILL NOT BE CONSIDERED A WAIVER OR DEPRIVE THAT PARTY OF THE RIGHT THEREAFTER TO
INSIST UPON STRICT ADHERENCE TO THAT TERM OR ANY OTHER TERM OF THIS AGREEMENT.
(D)
THIS AGREEMENT, TOGETHER WITH THE MERGER
AGREEMENT AND THE OTHER AGREEMENTS REFERRED TO HEREIN AND THEREIN, CONSTITUTE
THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF, AND SUPERSEDES ALL PRIOR AGREEMENTS AMONG THE PARTIES WITH RESPECT TO
SUCH MATTERS.
14
(E)
THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA,
WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
(F)
THE WORDS "HEREOF," "HEREIN" AND
"HEREWITH" AND WORDS OF SIMILAR IMPORT SHALL, UNLESS OTHERWISE STATED, BE
CONSTRUED TO REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
PROVISION OF THIS AGREEMENT, AND ARTICLE, SECTION, PARAGRAPH, EXHIBIT AND
SCHEDULE REFERENCES ARE TO THE ARTICLES, SECTIONS, PARAGRAPHS, EXHIBITS AND
SCHEDULES OF THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
WHENEVER THE WORDS
"INCLUDE," "INCLUDES" OR "INCLUDING" ARE USED IN THIS AGREEMENT THEY SHALL BE
DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT LIMITATION."
ALL TERMS DEFINED IN
THIS