ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE EXHIBITS HERETO,
THE DISCLOSURE LETTER AND THE OTHER AGREEMENTS, DOCUMENTS AND WRITTEN
UNDERSTANDINGS REFERRED TO HEREIN OR OTHERWISE ENTERED INTO OR DELIVERED BY THE
PARTIES HERETO ON THE DATE OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE
ANCILLARY AGREEMENTS), CONSTITUTE THE ENTIRE AGREEMENT AND UNDERSTANDING AND
SUPERSEDE ALL OTHER PRIOR COVENANTS, AGREEMENTS, UNDERTAKINGS, OBLIGATIONS,
PROMISES, ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS AND WARRANTIES, WHETHER
ORAL OR WRITTEN, BY ANY PARTY HERETO OR BY ANY DIRECTOR, OFFICER, EMPLOYEE,
AGENT, AFFILIATE OR REPRESENTATIVE OF ANY PARTY HERETO.
THERE ARE NO COVENANTS,
AGREEMENTS, UNDERTAKINGS OR OBLIGATIONS WITH RESPECT TO THE SUBJECT MATTER OF
THIS AGREEMENT OTHER THAN THOSE EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR IN
OTHER AGREEMENTS AND WRITTEN UNDERSTANDINGS ENTERED INTO BY THE PARTIES HERETO
ON THE DATE OF THIS AGREEMENT, AND NO REPRESENTATIONS OR WARRANTIES OF ANY KIND
OR NATURE WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE OR SHALL BE DEEMED
TO BE MADE HEREIN BY THE PARTIES HERETO EXCEPT THOSE EXPRESSLY MADE HEREIN.
11.5
AMENDMENT OR MODIFICATION.
THIS AGREEMENT MAY NOT BE AMENDED
EXCEPT IN AN INSTRUMENT IN WRITING SIGNED ON BEHALF OF EACH OF THE PARTIES
HERETO.
NO AMENDMENT, SUPPLEMENT, MODIFICATION OR WAIVER OF THIS AGREEMENT
SHALL BE BINDING UNLESS EXECUTED IN WRITING BY THE PARTY TO BE BOUND THEREBY.
68
11.6
WAIVER.
EXCEPT WHERE A SPECIFIC PERIOD FOR ACTION OR INACTION IS
PROVIDED HEREIN, NEITHER THE FAILURE NOR ANY DELAY ON THE PART OF ANY PARTY IN
EXERCISING ANY RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT OR THE DOCUMENTS
REFERRED TO IN THIS AGREEMENT SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY
WAIVER ON THE PART OF ANY PARTY OF ANY SUCH RIGHT, POWER OR PRIVILEGE, NOR ANY
SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR PRIVILEGE, PRECLUDE ANY
OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER SUCH RIGHT, POWER
OR PRIVILEGE.
THE FAILURE OF A PARTY TO EXERCISE ANY RIGHT CONFERRED HEREIN
WITHIN THE TIME REQUIRED SHALL CAUSE SUCH RIGHT TO TERMINATE WITH RESPECT TO THE
TRANSACTION OR CIRCUMSTANCES GIVING RISE TO SUCH RIGHT, BUT NOT TO ANY SUCH
RIGHT ARISING AS A RESULT OF ANY OTHER TRANSACTIONS OR CIRCUMSTANCES.
11.7
CUMULATIVE REMEDIES.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN
THIS AGREEMENT, AND SUBJECT TO THE LIMITATIONS EXPRESSLY SET FORTH IN THIS
AGREEMENT, ALL RIGHTS AND REMEDIES OF EITHER PARTY HERETO ARE CUMULATIVE OF EACH
OTHER AND OF EVERY OTHER RIGHT OR REMEDY SUCH PARTY MAY OTHERWISE HAVE AT LAW OR
IN EQUITY, AND THE EXERCISE OF ONE OR MORE RIGHTS OR REMEDIES SHALL NOT
PREJUDICE OR IMPAIR THE CONCURRENT OR SUBSEQUENT EXERCISE OF OTHER RIGHTS OR
REMEDIES.
11.8
MULTIPLE COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, EACH OF WHICH WHEN EXECUTED SHALL BE DEEMED AN ORIGINAL BUT
ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
11.9
EXPENSES.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN (INCLUDING
WITHOUT LIMITATIONS THE