AGREEMENT, OR THE APPLICATION
THEREOF TO ANY PERSON OR ANY CIRCUMSTANCE, IS INVALID OR UNENFORCEABLE, (A) A
SUITABLE AND EQUITABLE PROVISION SHALL BE SUBSTITUTED THEREFOR IN ORDER TO CARRY
OUT, SO FAR AS MAY BE VALID AND ENFORCEABLE, THE INTENT AND PURPOSE OF SUCH
INVALID OR UNENFORCEABLE PROVISION AND (B) THE REMAINDER OF THIS AGREEMENT AND
THE APPLICATION OF SUCH PROVISION TO OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE
AFFECTED BY SUCH INVALIDITY OR UNENFORCEABILITY, NOR SHALL SUCH INVALIDITY OR
UNENFORCEABILITY AFFECT THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION, OR THE
APPLICATION THEREOF, IN ANY OTHER JURISDICTION.
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.
8.8
ASSIGNMENT.
THIS AGREEMENT SHALL NOT BE
ASSIGNABLE BY OPERATION OF LAW OR OTHERWISE BY EITHER SELLER WITHOUT THE CONSENT
OF THE BUYER.
BUYER MAY ASSIGN ITS RIGHTS HEREUNDER TO ADI ON ANY SUBSIDIARY OF
ADI.
8.9
LEGAL COUNSEL.
EACH OF THE PARTIES TO THIS
AGREEMENT ACKNOWLEDGES AND REPRESENTS THAT IT HAS BEEN REPRESENTED BY ITS OWN
LEGAL COUNSEL IN CONNECTION WITH THE NEGOTIATIONS AND PREPARATION OF THIS
AGREEMENT AND EACH OF THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY,
AND IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, WITH
THE OPPORTUNITY TO SEEK ADVICE AS TO ITS LEGAL RIGHTS FROM SUCH COUNSEL.
EACH
PARTY HERETO FURTHER REPRESENTS THAT IT IS BEING INDEPENDENTLY ADVISED AS TO THE
TAX CONSEQUENCES OF SUCH TRANSACTIONS.
8.10
EXPENSES.
EACH OF THE PARTIES SHALL BEAR ITS OWN
FEES, COSTS AND EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT (INCLUDING
THE PREPARATION, NEGOTIATION AND PERFORMANCE HEREOF) AND THE TRANSACTIONS
CONTEMPLATED HEREBY (INCLUDING FEES AND DISBURSEMENTS OF ATTORNEYS, ACCOUNTANTS,
AGENTS, REPRESENTATIVES AND FINANCIAL AND OTHER ADVISORS) (COLLECTIVELY, THE
"TRANSACTION EXPENSES").
THE SELLERS AND THE BUYER PARTIES SHALL EACH PAY
ONE-HALF OF ANY FILING FEE THAT IS REQUIRED TO BE PAID TO ANY GOVERNMENTAL
AUTHORITY AS A RESULT OF THE SALE AND TRANSFER OF THE ACQUIRED ASSETS TO THE
BUYER PURSUANT TO THIS AGREEMENT.
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NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT A PARTY INSTITUTES AN ACTION TO
ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR ANY TRANSACTION DOCUMENT, THE
PREVAILING PARTY IN SUCH ACTION SHALL BE ENTITLED TO RECOVER ITS REASONABLE
COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED IN CONNECTION
WITH SUCH ACTION FROM THE LOSING PARTY.
8.11
SPECIFIC PERFORMANCE.
THE PARTIES HERETO
ACKNOWLEDGE THAT, IN VIEW OF THE UNIQUENESS OF THE SUBJECT MATTER HEREOF, THE
PARTIES HERETO MAY NOT HAVE AN ADEQUATE REMEDY AT LAW FOR MONEY DAMAGES IF THIS
AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH ITS TERMS, AND THEREFORE AGREE
THAT THE PARTIES HERETO MAY BE ENTITLED TO SPECIFIC ENFORCEMENT OF THE TERMS
HEREOF IN ADDITION TO ANY OTHER REMEDY TO WHICH THE PARTIES HERETO MAY BE
ENTITLED AT LAW OR IN EQUITY.
8.12
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME
AGREEMENT, AND