BE INTERPRETED SO AS BEST TO EFFECT
REASONABLY THE INTENT OF THE PARTIES HERETO.
THE PARTIES FURTHER AGREE TO
REPLACE SUCH VOID OR UNENFORCEABLE PROVISION OF THIS AGREEMENT WITH A VALID AND
ENFORCEABLE PROVISION WHICH SHALL ACHIEVE, TO THE EXTENT POSSIBLE, THE ECONOMIC,
BUSINESS AND OTHER PURPOSES OF THE VOID OR UNENFORCEABLE PROVISION.
11.5
ENTIRE AGREEMENT.
THIS AGREEMENT (WITH ALL OF THE EXHIBITS,
APPENDICES AND SCHEDULES APPENDED HERETO AND THERETO) AND THE DOCUMENTS AND
INSTRUMENTS AND OTHER AGREEMENTS AMONG THE PARTIES HERETO REFERENCED HEREIN
CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BOTH WRITTEN
AND ORAL, AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF; PROVIDED,
HOWEVER, THAT THE CONFIDENTIALITY AGREEMENT SHALL SURVIVE THIS AGREEMENT IN
ACCORDANCE WITH ITS TERMS.
38
11.6
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS BINDING UPON AND INURES
TO THE BENEFIT OF THE PARTIES TO THIS AGREEMENT AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS, BUT IS NOT ASSIGNABLE BY ANY OF THE PARTIES WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTIES; PROVIDED, THAT, WITHOUT THE CONSENT OF THE
PURCHASER, THE SELLER MAY ASSIGN THIS AGREEMENT OR ANY PART THEREOF TO ANY
AFFILIATE OF THE SELLER.
11.7
THIRD PARTY BENEFICIARIES.
EXCEPT AS SET FORTH IN ARTICLE IX, EACH
PARTY INTENDS THAT THIS AGREEMENT DOES NOT BENEFIT OR CREATE ANY RIGHT OR CAUSE
OF ACTION IN OR ON BEHALF OF ANY PERSON OTHER THAN THE PARTIES TO THIS
AGREEMENT.
11.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, INCLUDING COUNTERPARTS TRANSMITTED BY FACSIMILE OR ELECTRONIC
TRANSMISSION, EACH OF WHICH SHALL BE AN ORIGINAL AS AGAINST ANY PARTY WHOSE
SIGNATURE APPEARS THEREON AND ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
THIS AGREEMENT SHALL BECOME BINDING WHEN ONE OR MORE
COUNTERPARTS HEREOF, INDIVIDUALLY OR TAKEN TOGETHER, SHALL BEAR THE SIGNATURES
OF ALL OF THE PARTIES REFLECTED HEREON AS SIGNATORIES.
11.9
EXPENSES.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, ALL
EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE PAID BY THE PARTY INCURRING SUCH EXPENSES.
11.10
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED OR MODIFIED ONLY BY AN
INSTRUMENT IN WRITING DULY EXECUTED BY THE PARTIES TO THIS AGREEMENT.
11.11
WAIVER.
AT ANY TIME PRIOR TO THE CLOSING, ANY PARTY HERETO MAY (A)
EXTEND THE TIME FOR OR WAIVE COMPLIANCE WITH THE PERFORMANCE OF ANY OBLIGATION
OR OTHER ACT OF ANY OTHER PARTY HERETO, (B) WAIVE ANY INACCURACY IN THE
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN OR IN ANY DOCUMENT DELIVERED
PURSUANT HERETO, AND (C) WAIVE COMPLIANCE BY THE OTHER PARTY WITH ANY OF THE
AGREEMENTS OR CONDITIONS CONTAINED HEREIN.
ANY SUCH EXTENSION OR WAIVER SHALL
BE VALID IF SET FORTH IN AN INSTRUMENT IN WRITING SIGNED BY THE PARTY OR PARTIES
TO BE BOUND THEREBY.
ANY WAIVER SHALL CONSTITUTE A WAIVER ONLY WITH RESPECT TO
THE SPECIFIC MATTER DESCRIBED IN SUCH WRITING AND SHALL IN NO WAY IMPAIR THE
RIGHTS OF THE PARTY GRANTING SUCH