AGREEMENT (AND THE
SUBSCRIPTION AND SHARE EXCHANGE AGREEMENT) SETS FORTH AND CONSTITUTES THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND ALL PRIOR AGREEMENTS (INCLUDING THE ORIGINAL AGREEMENT),
UNDERSTANDINGS, PROMISES AND REPRESENTATIONS, WHETHER WRITTEN OR ORAL, WITH
RESPECT THERETO ARE SUPERSEDED HEREBY.
EACH PARTY CONFIRMS THAT IT IS NOT
RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF THE OTHER PARTY EXCEPT AS
SPECIFICALLY SET FORTH HEREIN.
NO AMENDMENT, MODIFICATION, RELEASE OR DISCHARGE
WILL BE BINDING UPON THE PARTIES UNLESS IN WRITING AND DULY EXECUTED BY
AUTHORIZED REPRESENTATIVES OF BOTH PARTIES.
SECTION 14.7
RELATIONSHIP OF THE PARTIES.
IT IS EXPRESSLY AGREED THAT
THE PARTIES WILL BE INDEPENDENT CONTRACTORS OF ONE ANOTHER AND THAT THE
RELATIONSHIP BETWEEN THE PARTIES WILL NOT CONSTITUTE A PARTNERSHIP, JOINT
VENTURE OR AGENCY.
SECTION 14.8
WAIVER.
ANY TERM OR CONDITION OF THIS AGREEMENT MAY BE
WAIVED AT ANY TIME BY THE PARTY THAT IS ENTITLED TO THE BENEFIT THEREOF, BUT NO
SUCH WAIVER WILL BE EFFECTIVE UNLESS SET FORTH IN A WRITTEN INSTRUMENT DULY
EXECUTED BY OR ON BEHALF OF THE PARTY WAIVING SUCH TERM OR CONDITION.
ANY SUCH
WAIVER WILL NOT BE DEEMED A WAIVER OF ANY OTHER RIGHT OR BREACH HEREUNDER.
SECTION 14.9
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR
MORE COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
25
SECTION 14.10
NO BENEFIT TO THIRD PARTIES.
THE PROVISIONS OF THIS
AGREEMENT ARE FOR THE SOLE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND
PERMITTED ASSIGNS.
THIS AGREEMENT SHALL NOT CONFER ANY RIGHTS OR REMEDIES UPON
ANY PERSON OTHER THAN ISIS AND ATLANTIC AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 12. EXCEPT
AS EXPRESSLY PROVIDED IN SECTION 12, NO PERSON WHO IS NOT A PARTY TO THIS
AGREEMENT (INCLUDING ANY EMPLOYEE, OFFICER, AGENT, REPRESENTATIVE OR
SUBCONTRACTOR OF EITHER PARTY) SHALL HAVE THE RIGHT TO ENFORCE ANY TERMS OF THIS
AGREEMENT WHICH EXPRESSLY OR BY IMPLICATION CONFERS A BENEFIT ON THAT PERSON
WITHOUT THE PRIOR WRITTEN AGREEMENT OF THE PARTIES WHICH AGREEMENT MUST REFER TO
THIS SECTION 14.10.
SECTION 14.11
FURTHER ASSURANCE.
EACH PARTY WILL DULY EXECUTE AND
DELIVER, OR CAUSE TO BE DULY EXECUTED AND DELIVERED, SUCH FURTHER INSTRUMENTS
AND DO AND CAUSE TO BE DONE SUCH FURTHER ACTS AND THINGS, INCLUDING THE FILING
OF SUCH ASSIGNMENTS, AGREEMENTS, DOCUMENTS AND INSTRUMENTS, AS MAY BE NECESSARY
TO CARRY OUT THE PROVISIONS AND PURPOSES OF THIS AGREEMENT.
SECTION 14.12
FORCE MAJEURE. NEITHER PARTY SHALL BE RESPONSIBLE TO THE
OTHER FOR ANY FAILURE OR DELAY IN PERFORMING ANY OF ITS OBLIGATIONS UNDER THIS
AGREEMENT OR FOR OTHER NON-PERFORMANCE HEREUNDER IF SUCH DELAY OR
NON-PERFORMANCE IS CAUSED BY STRIKE, STOPPAGE OF LABOR, LOCKOUT OR OTHER LABOR
TROUBLE, FIRE, FLOOD, ACCIDENT, WAR, ACT OF TERRORISM, ACT OF GOD OR OF THE
GOVERNMENT OF ANY COUNTRY OR OF ANY LOCAL GOVERNMENT, OR BY CAUSE UNAVOIDABLE OR
BEYOND THE CONTROL OF ANY PARTY