DELIVERED OR MADE AVAILABLE.
14.9
REMEDIES.
EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT
(I) THE PROVISIONS OF THIS AGREEMENT ARE REASONABLE AND NECESSARY TO PROTECT THE
PROPER AND LEGITIMATE INTERESTS OF THE OTHER PARTIES HERETO, AND (II) THE OTHER
PARTIES HERETO WOULD BE IRREPARABLY DAMAGED IN THE EVENT ANY OF THE PROVISIONS
OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR
WERE OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT THE PARTIES HERETO SHALL
BE ENTITLED TO PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF TO PREVENT BREACHES
OF THE PROVISIONS OF THIS AGREEMENT BY OTHER PARTIES HERETO WITHOUT THE
NECESSITY OF PROVING ACTUAL DAMAGES UPON POSTING OF A SUITABLE BOND, AND TO
ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF AND THEREOF, WHICH RIGHTS
SHALL BE CUMULATIVE AND IN ADDITION TO ANY OTHER REMEDY TO WHICH THE PARTIES
HERETO MAY BE ENTITLED HEREUNDER OR AT LAW OR EQUITY.
14.10
EXPENSES.
THE SELLER, ON THE ONE HAND, AND BUYER, ON THE OTHER
HAND, SHALL BEAR THEIR RESPECTIVE EXPENSES (INCLUDING, WITHOUT LIMITATION, FEES
AND DISBURSEMENTS OF COUNSEL, ACCOUNTANTS AND OTHER EXPERTS) INCURRED IN
CONNECTION WITH THE PREPARATION, NEGOTIATION, EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT, EACH OF THE OTHER DOCUMENTS AND INSTRUMENTS
EXECUTED IN CONNECTION WITH OR CONTEMPLATED BY THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
14.11
RELEASE OF INFORMATION; CONFIDENTIALITY.
THE PARTIES SHALL
COOPERATE WITH EACH OTHER IN RELEASING INFORMATION CONCERNING THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY.
NO PRESS RELEASES OR OTHER PUBLIC
ANNOUNCEMENTS CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL
BE MADE BY ANY PARTY WITHOUT PRIOR CONSULTATION WITH AND WRITTEN CONSENT OF EACH
OTHER PARTY, EXCEPT FOR ANY LEGALLY REQUIRED COMMUNICATION BY ANY PARTY AND THEN
ONLY WITH PRIOR CONSULTATION AND AT LEAST 12 HOURS NOTICE TOGETHER WITH COPIES
OF ALL DRAFTS OF THE PROPOSED TEXT, PRIOR TO THE TIME THE COMMUNICATION IS MADE
PUBLIC.
14.12
CERTAIN CONSTRUCTION RULES.
THE ARTICLE AND SECTION HEADINGS AND
THE TABLE OF CONTENTS CONTAINED IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL IN NO WAY
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DEFINE, LIMIT, EXTEND OR DESCRIBE THE SCOPE OR INTENT OF ANY PROVISIONS OF THIS
AGREEMENT.
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUN USED IN THIS AGREEMENT
SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE OR NEUTER FORMS, AND THE
SINGULAR FORM OF NOUNS, PRONOUNS AND VERBS SHALL INCLUDE THE PLURAL AND VICE
VERSA.
IN ADDITION, AS USED IN THIS AGREEMENT, UNLESS OTHERWISE PROVIDED TO THE
CONTRARY, (A) ALL REFERENCES TO DAYS, MONTHS OR YEARS SHALL BE DEEMED REFERENCES
TO CALENDAR DAYS, MONTHS OR YEARS AND (B) ANY REFERENCE TO A "SECTION,"
"ARTICLE," OR "SCHEDULE" SHALL BE DEEMED TO REFER TO A SECTION OR ARTICLE OF
THIS AGREEMENT OR AN EXHIBIT OR SCHEDULE ATTACHED TO THIS AGREEMENT.
THE WORDS
"HEREOF", "HEREIN", AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT REFERRING TO
THIS AGREEMENT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
PROVISION OF THIS AGREEMENT.
UNLESS OTHERWISE SPECIFICALLY PROVIDED FOR HEREIN,
THE TERM "OR"