SEVERAL IF
ENTERED INTO BY MORE THAN ONE PERSON ON BEHALF OF SUCH PARTY, AND A DEFAULT BY
ANY ONE OR MORE OF SUCH PERSONS SHALL BE DEEMED A DEFAULT ON THE PART OF THE
PARTY WITH WHOM SAID PERSON OR PERSONS ARE IDENTIFIED.
NO THIRD PARTY IS
INTENDED TO BE BENEFITED BY THIS AGREEMENT.
26.
ASSIGNMENT; SUCCESSORS.
NEITHER SELLER NOR PURCHASER MAY SELL,
TRANSFER, ASSIGN, PLEDGE OR ENCUMBER ITS INTEREST IN THIS AGREEMENT WITHOUT THE
PRIOR WRITTEN CONSENT OF THE
16
OTHER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
SUBJECT TO THE
RESTRICTIONS CONTAINED HEREIN, THE RIGHTS AND OBLIGATIONS OF THE SELLER AND
PURCHASER SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
PURCHASER SHALL HAVE THE RIGHT, WITHOUT OBTAINING
SELLER'S CONSENT, TO TRANSFER OR ASSIGN ITS INTEREST IN THIS AGREEMENT TO A
THIRD PARTY IDENTIFIED BY PURCHASER IN WRITING PRIOR TO CLOSING; PROVIDED THAT
PURCHASER SHALL REMAIN DIRECTLY AND PRIMARILY LIABLE FOR PURCHASER'S OBLIGATIONS
PURSUANT TO THE AGREEMENT AND IN NO WAY SHALL SUCH AN ASSIGNMENT BE DEEMED A
WAIVER, RELEASE OR NOVATION.
27.
ENTIRE AGREEMENT.
ALL UNDERSTANDINGS AND AGREEMENTS PREVIOUSLY
EXISTING BETWEEN THE PARTIES, IF ANY, ARE MERGED INTO THIS AGREEMENT, WHICH
ALONE FULLY AND COMPLETELY EXPRESSES THEIR AGREEMENT, AND THE SAME IS ENTERED
INTO AFTER FULL INVESTIGATION, NEITHER PARTY RELYING UPON ANY STATEMENT OR
REPRESENTATION MADE BY THE OTHER NOT EMBODIED HEREIN.
THIS AGREEMENT MAY BE
MODIFIED ONLY BY A WRITTEN AMENDMENT EXECUTED BY ALL PARTIES.
28.
INTERPRETATION.
THIS AGREEMENT HAS BEEN REVIEWED BY BOTH PARTIES
AND EACH PARTY HAS HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL WITH
RESPECT TO THE TERMS HEREOF AND HAS DONE SO TO THE EXTENT THAT SUCH PARTY
DESIRED.
NO STRICTER CONSTRUCTION OR INTERPRETATION OF THE TERMS HEREOF SHALL
BE APPLIED AGAINST EITHER PARTY AS THE DRAFTER HEREOF.
29.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL INSTRUMENT.
ALL SUCH COUNTERPARTS
TOGETHER SHALL CONSTITUTE A FULLY EXECUTED AGREEMENT.
30.
SURVIVAL.
NO PROVISION OF THIS AGREEMENT SHALL SURVIVE CLOSING,
EXCEPT THAT ALL AGREEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH
IN THIS AGREEMENT, AND ALL PROVISIONS OF THIS AGREEMENT, THE FULL PERFORMANCE OF
WHICH IS NOT REQUIRED PRIOR TO CLOSING, WILL SURVIVE CLOSING AND BE FULLY
ENFORCEABLE FOR A PERIOD OF 18 MONTHS AFTER CLOSING (AND SUCH ADDITIONAL TIME
NECESSARY FOR ANY FINAL RESOLUTION OF ANY CLAIM OR ACTION COMMENCED PRIOR TO THE
END OF SUCH PERIOD), UNLESS ANOTHER TIME PERIOD FOR SURVIVAL IS SPECIFICALLY
LISTED HEREIN (INCLUDING THE TIME PERIOD PROVIDED IN SECTION 10.1).
31.
CONFIDENTIALITY.
(A)
SELLER AND PURCHASER COVENANT AND AGREE THAT NEITHER THEY, NOR
THEIR RESPECTIVE AFFILIATES, NOR THEY OR THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR REPRESENTATIVES, WILL DISCLOSE THE TERMS OF THIS AGREEMENT
TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
EXCEPT
AS AND TO THE EXTENT REQUIRED BY LAW, OR AS MAY BE REASONABLY REQUIRED IN ORDER
TO COMPLETE THE INVESTIGATIONS AND TRANSACTIONS