THE PARTIES HERETO.
16.5
WAIVER.
AT ANY TIME PRIOR TO THE CLOSING, EITHER PARTY HERETO
MAY (A) EXTEND THE TIME FOR THE PERFORMANCE OF ANY OF THE OBLIGATIONS OR OTHER
ACTS OF THE OTHER PARTY HERETO OR (B) WAIVE COMPLIANCE WITH ANY OF THE
AGREEMENTS OF THE OTHER PARTY OR ANY CONDITIONS TO ITS OWN OBLIGATIONS, IN EACH
CASE ONLY TO THE EXTENT SUCH OBLIGATIONS, AGREEMENTS AND CONDITIONS ARE INTENDED
FOR ITS BENEFIT; PROVIDED THAT, ANY SUCH EXTENSION OR WAIVER WILL BE BINDING
UPON A PARTY ONLY IF SUCH EXTENSION OR WAIVER IS SET FORTH IN A WRITING EXECUTED
BY SUCH PARTY.
16.6
DISCLAIMER.
EACH PARTY MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY MADE IN THIS
AGREEMENT.
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.
16.7
SECTION HEADINGS, CONSTRUCTION.
THE HEADINGS OF SECTIONS IN
THIS AGREEMENT ARE PROVIDED FOR CONVENIENCE ONLY AND WILL NOT AFFECT ITS
CONSTRUCTION OR INTERPRETATION.
ALL REFERENCES TO "SECTION" OR "SECTIONS" REFER
TO THE CORRESPONDING SECTION OR SECTIONS OF THIS AGREEMENT.
ALL WORDS USED IN
THIS AGREEMENT WILL BE CONSTRUED TO BE OF SUCH GENDER OR NUMBER AS THE
CIRCUMSTANCES REQUIRE.
UNLESS OTHERWISE EXPRESSLY PROVIDED, THE WORD
"INCLUDING" DOES NOT LIMIT THE PRECEDING WORDS OR TERMS.
16.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, AND BOTH OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Exchange Act; [*] denotes
omissions.
47
16.9
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS HELD
INVALID OR UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION, THE OTHER
PROVISIONS OF THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT.
ANY
PROVISION OF THIS AGREEMENT HELD INVALID OR UNENFORCEABLE ONLY IN PART OR DEGREE
WILL REMAIN IN FULL FORCE AND EFFECT TO THE EXTENT NOT HELD INVALID OR
UNENFORCEABLE.
THE PARTIES FURTHER AGREE TO REPLACE SUCH INVALID OR
UNENFORCEABLE PROVISION OF THIS AGREEMENT WITH A VALID AND ENFORCEABLE PROVISION
THAT WILL ACHIEVE, TO THE EXTENT POSSIBLE, THE ECONOMIC, BUSINESS AND OTHER
PURPOSES OF SUCH INVALID OR UNENFORCEABLE PROVISION.
16.10
WITHHOLDING.
THE PAYOR OF ANY AMOUNT HEREUNDER WILL BE
ENTITLED TO DEDUCT AND WITHHOLD FROM ANY CONSIDERATION OTHERWISE PAYABLE
PURSUANT TO THIS AGREEMENT SUCH AMOUNTS AS MAY BE REQUIRED TO BE DEDUCTED AND
WITHHELD WITH RESPECT TO THE MAKING OF SUCH PAYMENT UNDER THE CODE, OR ANY OTHER
LEGAL REQUIREMENT.
TO THE EXTENT THAT AMOUNTS ARE SO DEDUCTED OR WITHHELD, SUCH
DEDUCTED OR WITHHELD AMOUNTS WILL BE TREATED FOR ALL PURPOSES OF THIS AGREEMENT
AS HAVING BEEN PAID.
16.11
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.
16.12
DISPUTE RESOLUTION.
(A)