DAYS AFTER WRITTEN NOTICE TO PARENT; PROVIDED, HOWEVER, THAT NO CURE PERIOD
SHALL BE REQUIRED FOR A BREACH WHICH BY ITS NATURE CANNOT BE CURED; AND
(H)
PARENT MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE IF AN EVENT
HAVING A MATERIAL ADVERSE EFFECT OR THAT MAY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON THE BUSINESS OR ON THE PURCHASED ASSETS SHALL HAVE OCCURRED
AFTER THE DATE OF THIS AGREEMENT.
10.2
EFFECT OF TERMINATION.
IF ANY PARTY TERMINATES THIS AGREEMENT
PURSUANT TO SECTION 10.1 ABOVE, ALL RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL TERMINATE WITHOUT ANY LIABILITY OF ANY PARTY TO ANY OTHER PARTY
(EXCEPT FOR ANY LIABILITY OF ANY PARTY THEN IN BREACH); PROVIDED THAT EACH PARTY
SHALL REMAIN LIABLE FOR ANY BREACHES OF THIS AGREEMENT PRIOR TO ITS TERMINATION
AND PROVIDED, FURTHER, THAT THE PROVISIONS CONTAINED IN SECTION 5.8
(CONFIDENTIALITY) AND ARTICLE XI (MISCELLANEOUS) SHALL SURVIVE TERMINATION.
ARTICLE XI
MISCELLANEOUS
11.1
PRESS RELEASES AND PUBLIC ANNOUNCEMENTS.
NO PARTY SHALL ISSUE ANY
PRESS RELEASE OR MAKE ANY PUBLIC ANNOUNCEMENT RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTY; PROVIDED,
HOWEVER, THAT (A) EITHER PARTY MAY MAKE ANY PUBLIC DISCLOSURE IT BELIEVES IN
GOOD FAITH IS REQUIRED BY APPLICABLE LAW OR ANY LISTING OR TRADING AGREEMENT
CONCERNING ITS PUBLICLY-TRADED SECURITIES (IN WHICH CASE SUCH PARTY WILL USE ITS
REASONABLE EFFORTS TO ADVISE THE OTHER PARTIES PRIOR TO MAKING THE DISCLOSURE)
AND (B) SELLER MAY CORRESPOND WITH THIRD PARTIES IN WRITINGS IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO PARENT WITH RESPECT TO OBTAINING CONSENTS
FROM SUCH PARTIES PURSUANT TO SECTION 7.1(F).
11.2
NO THIRD-PARTY BENEFICIARIES.
EXCEPT AS PROVIDED IN ARTICLE IX
WITH RESPECT TO INDEMNIFICATION, THIS AGREEMENT SHALL NOT CONFER ANY RIGHTS OR
REMEDIES UPON ANY PERSON OTHER THAN THE PARTIES, AND THEIR RESPECTIVE SUCCESSORS
AND PERMITTED ASSIGNS, OTHER THAN AS SPECIFICALLY SET FORTH HEREIN.
11.3
ENTIRE AGREEMENT AND MODIFICATION.
THIS AGREEMENT (INCLUDING THE
EXHIBITS HERETO) AND THE ANCILLARY AGREEMENTS CONSTITUTES THE ENTIRE AGREEMENT
AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY
PRIOR UNDERSTANDINGS, AGREEMENTS, WARRANTIES OR REPRESENTATIONS BY OR AMONG THE
PARTIES, WRITTEN OR ORAL, TO THE EXTENT THEY RELATED IN ANY WAY TO THE SUBJECT
MATTER HEREOF..
11.4
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED BY THE PARTIES HERETO AT
ANY TIME BY EXECUTION OF AN INSTRUMENT IN WRITING SIGNED ON BEHALF OF EACH OF
THE PARTIES HERETO.
11.5
WAIVERS.
THE RIGHTS AND REMEDIES OF THE PARTIES TO THIS AGREEMENT
ARE CUMULATIVE AND NOT ALTERNATIVE.
NEITHER THE FAILURE NOR ANY DELAY BY ANY
PARTY IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT OR THE
DOCUMENTS REFERRED TO IN THIS AGREEMENT WILL OPERATE AS A WAIVER OF SUCH RIGHT,
POWER OR PRIVILEGE, AND NO SINGLE OR PARTIAL EXERCISE OF SUCH RIGHT, POWER, OR
PRIVILEGE WILL PRECLUDE ANY OTHER OR FURTHER EXERCISE OF SUCH RIGHT, POWER, OR
PRIVILEGE OR THE
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EXERCISE OF ANY OTHER RIGHT, POWER, OR PRIVILEGE.
TO THE MAXIMUM EXTENT
PERMITTED