7.2.
CONSTRUCTION.
THE ARTICLE AND SECTION HEADINGS IN THIS AGREEMENT
ARE FOR REFERENCE PURPOSES ONLY AND WILL NOT AFFECT THE INTERPRETATION OF THIS
AGREEMENT.
7.3.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE
APPLICATION OF ANY SUCH PROVISION TO ANY PERSON OR ENTITY OR CIRCUMSTANCE, SHALL
BE DECLARED JUDICIALLY TO BE INVALID, UNENFORCEABLE OR VOID, SUCH DECISION SHALL
NOT HAVE THE EFFECT OF INVALIDATING OR VOIDING THE REMAINDER OF THIS AGREEMENT,
IT BEING THE PARTIES' INTENT AND AGREEMENT THAT THIS AGREEMENT SHALL BE DEEMED
AMENDED BY MODIFYING SUCH PROVISION TO THE EXTENT NECESSARY TO RENDER IT VALID,
LEGAL AND ENFORCEABLE WHILE PRESERVING ITS INTENT OR BY SUBSTITUTING ANOTHER
PROVISION THAT IS LEGAL AND ENFORCEABLE AND THAT ACHIEVES THE SAME OBJECTIVE.
7.4.
ASSIGNMENT; BINDING EFFECT.
NEITHER THIS AGREEMENT NOR ANY OF THE
RIGHTS, BENEFITS OR OBLIGATIONS HEREUNDER MAY BE ASSIGNED OR ASSUMED BY A PARTY
(WHETHER BY OPERATION OF LAW OR OTHERWISE) WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTY, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD, EXCEPT TO AN
AFFILIATE AS A RESULT OF AN INTERNAL REORGANIZATION FOR TAX OR ADMINISTRATIVE
PURPOSES.
FOR CLARITY, A MERGER, REORGANIZATION (INCLUDING IN BANKRUPTCY),
CHANGE OF CONTROL OR SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR BUSINESS
TO WHICH THIS AGREEMENT RELATES CONSTITUTES AN "ASSIGNMENT" HEREUNDER.
IN THE
EVENT OF A PERMITTED ASSIGNMENT HEREUNDER, THIS AGREEMENT WILL BE BINDING UPON,
INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTIES AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
ANY ATTEMPTED ASSIGNMENT IN VIOLATION OF THE
FOREGOING WILL BE NULL AND VOID AT THE OUTSET.
7.5.
THIRD PARTIES.
NO PERSON OR ENTITY (OTHER THAN AS SPECIFIED IN
THIS AGREEMENT) WILL BE DEEMED A THIRD PARTY BENEFICIARY UNDER OR BY REASON OF
THIS AGREEMENT.
SPINCO IS LIABLE
HEREUNDER FOR ANY ACT OR OMISSION BY ANY SPINCO PARTY THAT WOULD BREACH THIS
AGREEMENT IF MADE BY SPINCO.
7.6.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
OF THE PARTIES AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS AND
UNDERSTANDINGS, BOTH WRITTEN AND ORAL, BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
EXHIBITS A AND B ARE EXPRESSLY MADE A PART OF, AND
INCORPORATED BY REFERENCE INTO THIS AGREEMENT.
7.7.
GOVERNING LAW/JURISDICTION.
THIS AGREEMENT WILL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED THEREIN.
EACH PARTY IRREVOCABLY SUBMITS
TO THE JURISDICTION OF THE STATE OR FEDERAL COURTS IN NEW YORK, NEW YORK FOR THE
PURPOSES OF ANY ACTION ARISING OUT OF THIS AGREEMENT.
EACH PARTY
UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY SUCH
ACTION.
THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR TO WALTER IN THE
EVENT THAT SPINCO MATERIALLY BREACHES ANY PROVISION OF SECTIONS 1-3 OF THIS
AGREEMENT.
THEREFORE, WALTER MAY SEEK AN INJUNCTION TO PREVENT OR ENJOIN SUCH
BREACH IN THE ABOVE COURTS WITHOUT POSTING BOND OR OTHER SECURITY.
7.8.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE