NOT BE DEEMED TO BE AN ADMISSION OR
ACKNOWLEDGMENT TO ANY PERSON OR OTHERWISE IMPLY THAT SUCH INFORMATION IS
REQUIRED TO BE INCLUDED IN ANY SECTION OF SUCH DISCLOSURE SCHEDULE OR THAT ANY
SUCH MATTER RISES TO EITHER A COMPANIES MATERIAL ADVERSE EFFECT OR PURCHASERS
MATERIAL ADVERSE EFFECT, AS THE CASE MAY BE, OR IS MATERIAL TO OR OUTSIDE THE
ORDINARY COURSE OF BUSINESS OF ANY OF THE PERSONS TO WHICH SUCH DISCLOSURE
SCHEDULE RELATES (OR THAT ANY SUCH MATTER IS ABOVE ANY SPECIFIED THRESHOLD).
MATTERS REFLECTED IN EITHER DISCLOSURE SCHEDULE ARE NOT NECESSARILY LIMITED TO
MATTERS REQUIRED BY THIS AGREEMENT TO BE REFLECTED IN SUCH DISCLOSURE SCHEDULE.
SUCH ADDITIONAL MATTERS ARE SET FORTH FOR INFORMATIONAL PURPOSES AND DO NOT
NECESSARILY INCLUDE OTHER MATTERS OF A
125
SIMILAR NATURE.
ALL REFERENCES IN EITHER DISCLOSURE SCHEDULE TO THE
ENFORCEABILITY OF AGREEMENTS WITH THIRD PARTIES, THE EXISTENCE OR NON-EXISTENCE
OF THIRD-PARTY RIGHTS, THE ABSENCE OF BREACHES OR DEFAULTS BY THIRD PARTIES, OR
SIMILAR MATTERS OR STATEMENTS, ARE INTENDED ONLY TO ALLOCATE RIGHTS AND RISKS
BETWEEN PURCHASERS AND SELLERS AND ARE NOT INTENDED TO BE ADMISSIONS AGAINST
INTERESTS, GIVE RISE TO ANY INFERENCE OR PROOF OF ACCURACY, BE ADMISSIBLE
AGAINST ANY PARTY TO THIS AGREEMENT (OR ANY OTHER PERSON) BY ANY PERSON WHO IS
NOT A PARTY TO THIS AGREEMENT, OR GIVE RISE TO ANY CLAIM OR BENEFIT TO ANY
PERSON WHO IS NOT A PARTY TO THIS AGREEMENT (OTHER THAN AFFILIATES AND
REPRESENTATIVES OF SELLERS AND PURCHASERS TO THE EXTENT ENTITLED TO
INDEMNIFICATION PURSUANT TO ARTICLE VIII).
IN ADDITION, THE DISCLOSURE OF ANY
MATTER IN EITHER DISCLOSURE SCHEDULE IS NOT TO BE DEEMED AN ADMISSION TO ANY
PERSON THAT SUCH MATTER ACTUALLY CONSTITUTES NONCOMPLIANCE WITH, OR A VIOLATION
OF LAW, ANY PERMIT OR CONTRACT OR OTHER TOPIC TO WHICH SUCH DISCLOSURE IS
APPLICABLE.
IN NO EVENT SHALL THE DISCLOSURE OF MATTERS IN THE DISCLOSURE
SCHEDULES OR THE ELECTRONIC DATA ROOM BE DEEMED OR INTERPRETED TO BROADEN
SELLERS' REPRESENTATIONS AND WARRANTIES, OBLIGATIONS, COVENANTS, CONDITIONS OR
AGREEMENTS CONTAINED IN THIS AGREEMENT.
THE HEADINGS CONTAINED IN THE
DISCLOSURE SCHEDULES ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE
DEEMED TO MODIFY OR INFLUENCE THE INTERPRETATION OF THE INFORMATION CONTAINED IN
THE DISCLOSURE SCHEDULES OR THIS AGREEMENT.
SECTION 9.11
WAIVER AND AMENDMENT.
THIS AGREEMENT MAY BE AMENDED,
MODIFIED OR SUPPLEMENTED ONLY BY A WRITTEN MUTUAL AGREEMENT EXECUTED AND
DELIVERED BY SELLERS AND PURCHASERS.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, ANY FAILURE OF ANY PARTY TO COMPLY WITH ANY OBLIGATION, COVENANT,
AGREEMENT OR CONDITION HEREIN MAY BE WAIVED BY THE PARTY ENTITLED TO THE
BENEFITS THEREOF ONLY BY A WRITTEN INSTRUMENT SIGNED BY THE PARTY GRANTING SUCH
WAIVER, BUT SUCH WAIVER, OR DELAY IN OR FAILURE TO INSIST UPON STRICT COMPLIANCE
WITH SUCH OBLIGATIONS, COVENANT, AGREEMENT OR CONDITION SHALL NOT OPERATE AS A
WAIVER OF, OR ESTOPPEL WITH RESPECT TO, ANY SUBSEQUENT OR OTHER FAILURE TO SO
COMPLY.
SECTION 9.12
COUNTERPARTS; FACSIMILE SIGNATURES.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH