NOR ANY PERSON ACTING ON ITS BEHALF MAY ASSERT ANY CLAIMS OR CAUSE OF
ACTION AGAINST ANY EMPLOYEE, OFFICER OR DIRECTOR OF THE OTHER PARTY OR
STOCKHOLDER OF SUCH OTHER PARTY IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
46
SECTION 13.08
NO THIRD-PARTY BENEFICIARIES.
EXCEPT AS
EXPRESSLY PROVIDED IN ARTICLES IX AND XII, THIS AGREEMENT IS FOR THE SOLE
BENEFIT OF THE PARTIES HERETO AND THEIR PERMITTED ASSIGNS AND NOTHING HEREIN,
EXPRESS OR IMPLIED, IS INTENDED TO OR SHALL CONFER UPON ANY OTHER PERSON OR
ENTITY ANY LEGAL OR EQUITABLE RIGHT, BENEFIT OR REMEDY OF ANY NATURE WHATSOEVER
UNDER OR BY REASON OF THIS AGREEMENT.
SECTION 13.09
AMENDMENTS AND WAIVERS
(A)
THIS AGREEMENT MAY NOT BE AMENDED OR
MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY PARENT, SELLERS AND BUYER.
(B)
AT ANY TIME PRIOR TO THE CLOSING, ANY PARTY
MAY (I) EXTEND THE TIME FOR THE PERFORMANCE OF ANY OF THE OBLIGATIONS OR OTHER
ACTS OF ANY OTHER PARTY HERETO, (II) WAIVE ANY INACCURACIES IN THE
REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTY HERETO CONTAINED HEREIN OR IN
ANY DOCUMENT DELIVERED PURSUANT HERETO OR (III) WAIVE COMPLIANCE BY THE OTHER
PARTY HERETO WITH ANY OF THE AGREEMENTS OR CONDITIONS CONTAINED HEREIN.
ANY
SUCH EXTENSION OR WAIVER SHALL BE VALID ONLY IF SET FORTH IN AN INSTRUMENT IN
WRITING SIGNED BY THE PARTY TO BE BOUND THEREBY.
(C)
NO FAILURE OR DELAY BY ANY PARTY IN
EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF NOR SHALL ANY SINGLE OR PARTIAL EXERCISE THEREOF PRECLUDE ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR
PRIVILEGE.
THE RIGHTS AND REMEDIES HEREIN PROVIDED SHALL BE CUMULATIVE AND NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY LAW.
SECTION 13.10
GOVERNING LAW; JURISDICTION.
THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE.
ALL ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT SHALL BE HEARD AND DETERMINED IN A DELAWARE STATE COURT OR FEDERAL
COURT SITTING IN THE STATE OF DELAWARE, AND THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH
ACTION OR PROCEEDING AND IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING.
EACH PARTY AGREES NOT TO
BRING ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN
ANY OTHER COURT.
SECTION 13.11
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 13.12
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN ONE OR MORE COUNTERPARTS, EACH OF WHICH WHEN EXECUTED SHALL BE DEEMED TO BE
AN ORIGINAL BUT ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
DELIVERY OF