CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HERETO HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTY HERETO
15
Information redacted pursuant to a confidential treatment request.
An
unredacted version
of this exhibit has been filed separately with the Commission.
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.
15.
SEVERABILITY.
IF ONE OR MORE PROVISIONS OF THIS AGREEMENT ARE
HELD TO BE INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, SUCH
PROVISION SHALL BE EXCLUDED FROM THIS AGREEMENT AND THE BALANCE OF THIS
AGREEMENT SHALL BE INTERPRETED AS IF SUCH PROVISION WERE SO EXCLUDED AND SHALL
REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS.
ANY PROVISION OF THIS AGREEMENT HELD INVALID OR UNENFORCEABLE ONLY IN
PART OR DEGREE BY A COURT OF COMPETENT JURISDICTION SHALL REMAIN IN FULL FORCE
AND EFFECT TO THE EXTENT NOT HELD INVALID OR UNENFORCEABLE.
16.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME EFFECT AS IF THE
SIGNATURES THERETO AND HERETO WERE UPON THE SAME INSTRUMENT.
THIS AGREEMENT
SHALL BECOME EFFECTIVE WHEN EACH PARTY HERETO SHALL HAVE RECEIVED A COUNTERPART
HEREOF SIGNED BY THE OTHER PARTY HERETO.
ANY COUNTERPART MAY BE EXECUTED BY
FACSIMILE SIGNATURE AND SUCH FACSIMILE SIGNATURE SHALL BE DEEMED AN ORIGINAL.
17.
AMENDMENTS; NO WAIVERS.
(A)
NEITHER THIS AGREEMENT NOR ANY TERM OR PROVISION HEREOF MAY BE
AMENDED, SUPPLEMENTED, ALTERED, CHANGED OR MODIFIED EXCEPT WITH THE WRITTEN
CONSENT OF THE PARTIES HERETO.
NO WAIVER OF ANY RIGHT HEREUNDER SHALL BE
EFFECTIVE UNLESS SUCH WAIVER IS SIGNED IN WRITING BY THE PARTY HERETO AGAINST
WHOM SUCH WAIVER IS SOUGHT TO BE ENFORCED.
(B)
NO FAILURE OR DELAY BY EITHER PARTY HERETO IN EXERCISING ANY
RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER THEREOF NOR SHALL
ANY SINGLE OR PARTIAL EXERCISE THEREOF PRECLUDE ANY OTHER OR FURTHER EXERCISE
THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
THE RIGHTS AND
REMEDIES HEREIN PROVIDED SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR
REMEDIES PROVIDED BY LAW.
18.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE SCHEDULES,
ANNEXES AND EXHIBITS HERETO (WHICH ARE INCORPORATED HEREIN BY REFERENCE), AND
THE OTHER TRANSACTION DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR
AGREEMENTS, UNDERSTANDINGS AND NEGOTIATIONS, BOTH WRITTEN AND ORAL, BETWEEN THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.
NO
REPRESENTATION, INDUCEMENT, PROMISE, UNDERSTANDING, CONDITION OR WARRANTY NOT
SET FORTH HEREIN (OR IN THE SCHEDULES, ANNEXES OR EXHIBITS OR OTHER TRANSACTION
DOCUMENTS) HAS BEEN MADE OR RELIED UPON BY EITHER PARTY HERETO.
NEITHER THIS
AGREEMENT, NOR ANY