THE BENEFIT
OF, THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
10.5.
FURTHER ASSURANCES.
SUBJECT TO THE PROVISIONS
HEREOF, THE PARTIES HERETO SHALL MAKE, EXECUTE, ACKNOWLEDGE AND DELIVER SUCH
OTHER INSTRUMENTS AND DOCUMENTS, AND TAKE ALL SUCH OTHER ACTIONS, AS MAY BE
REASONABLY REQUIRED IN ORDER TO EFFECTUATE THE PURPOSES OF THIS AGREEMENT AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
SUBJECT TO THE PROVISIONS
HEREOF, EACH OF THE PARTIES SHALL, IN CONNECTION WITH ENTERING INTO THIS
AGREEMENT, PERFORMING ITS OBLIGATIONS HEREUNDER AND TAKING ANY AND ALL ACTIONS
RELATING HERETO, COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS, ORDERS, AND
DECREES, AND PROMPTLY PROVIDE THE OTHER PARTIES WITH ALL SUCH INFORMATION AS
THEY MAY REASONABLY REQUEST IN ORDER TO BE ABLE TO COMPLY WITH THE PROVISIONS OF
THIS SENTENCE.
10.6.
WAIVERS.
NO FAILURE OR DELAY ON THE PART OF THE
PARTIES IN EXERCISING ANY POWER OR RIGHT HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER, OR
ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH RIGHT OR POWER,
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT OR POWER.
NO MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT
NOR CONSENT TO ANY DEPARTURE BY THE PARTIES THEREFROM SHALL IN ANY EVENT BE
EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING, AND THEN SUCH WAIVER OR CONSENT
SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH
GIVEN.
10.7.
CHANGE OF LAW.
IF, DUE TO ANY CHANGE IN APPLICABLE
LAW OR REGULATIONS OR THEIR INTERPRETATION BY ANY COURT OF LAW OR OTHER
GOVERNING BODY HAVING JURISDICTION SUBSEQUENT TO THE DATE OF THIS AGREEMENT,
PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
THEREBY SHALL BECOME IMPRACTICABLE OR IMPOSSIBLE, THE PARTIES HERETO SHALL USE
THEIR BEST EFFORTS TO FIND AND EMPLOY AN ALTERNATIVE MEANS TO ACHIEVE THE SAME
OR SUBSTANTIALLY THE SAME RESULT AS THAT CONTEMPLATED BY SUCH PROVISION.
10.8.
CONFIDENTIALITY.
SUBJECT TO ANY CONTRARY
REQUIREMENT OF LAW AND THE RIGHTS OF EACH PARTY TO ENFORCE ITS RIGHTS HEREUNDER
IN ANY LEGAL ACTION, EACH PARTY AGREES THAT IT SHALL KEEP STRICTLY CONFIDENTIAL,
AND SHALL CAUSE ITS EMPLOYEES AND AGENTS TO KEEP STRICTLY CONFIDENTIAL, ANY
17
INFORMATION WHICH IT OR ANY OF ITS EMPLOYEES OR AGENTS MAY REQUIRE PURSUANT TO,
OR IN THE COURSE OF PERFORMING ITS OBLIGATIONS UNDER, ANY PROVISION OF THIS
AGREEMENT.
10.9.
HEADINGS.
DESCRIPTIVE HEADINGS ARE FOR CONVENIENCE
ONLY AND SHALL NOT CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF ANY
PROVISION OF THIS AGREEMENT.
10.10.
COUNTERPARTS.
FOR THE CONVENIENCE OF THE PARTIES, ANY
NUMBER OF COUNTERPARTS OF THIS AGREEMENT MAY BE EXECUTED BY THE PARTIES HERETO,
AND EACH SUCH EXECUTED COUNTERPART SHALL BE, AND SHALL BE DEEMED TO BE, AN
ORIGINAL INSTRUMENT.
10.11.
NOTICES.
ALL NOTICES, REQUESTS, CLAIMS AND OTHER
COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE GIVEN OR MADE (AND
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN OR MADE UPON RECEIPT)