WAIVER OR RENUNCIATION OF THE
CLAIM OR RIGHT UNLESS IN WRITING SIGNED BY THE OTHER PARTY; (B) NO WAIVER THAT
MAY BE GIVEN BY A PARTY WILL BE APPLICABLE EXCEPT IN THE SPECIFIC INSTANCE FOR
WHICH IT IS GIVEN; AND (C) NO NOTICE TO OR DEMAND ON ONE PARTY WILL BE DEEMED TO
BE A WAIVER OF ANY OBLIGATION OF SUCH PARTY OR OF THE RIGHT OF THE PARTY GIVING
SUCH NOTICE OR DEMAND TO TAKE FURTHER ACTION WITHOUT NOTICE OR DEMAND AS
PROVIDED IN THIS AGREEMENT OR THE DOCUMENTS REFERRED TO IN THIS AGREEMENT.
8.7
ENTIRE AGREEMENT AND MODIFICATION.
THIS
AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO
ITS SUBJECT MATTER AND CONSTITUTES (ALONG WITH THE DOCUMENTS REFERRED TO IN THIS
AGREEMENT) A COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS OF THE AGREEMENT
BETWEEN THE PARTIES WITH RESPECT TO ITS SUBJECT MATTER.
THIS AGREEMENT MAY NOT
BE AMENDED EXCEPT BY A WRITTEN AGREEMENT EXECUTED BY THE PARTY TO BE CHARGED
WITH THE AMENDMENT.
8.8
DISCLOSURE SCHEDULE.
(A)
THE DISCLOSURES IN THE DISCLOSURE SCHEDULE,
AND THOSE IN ANY SUPPLEMENT THERETO, MUST RELATE ONLY TO THE REPRESENTATIONS AND
WARRANTIES IN THE SECTION OF THE AGREEMENT TO WHICH THEY EXPRESSLY RELATE AND
NOT TO ANY OTHER REPRESENTATION OR WARRANTY IN THIS AGREEMENT.
(B)
IN THE EVENT OF ANY INCONSISTENCY BETWEEN
THE STATEMENTS IN THE BODY OF THIS AGREEMENT AND THOSE IN THE DISCLOSURE
SCHEDULE (OTHER THAN AN EXCEPTION EXPRESSLY SET FORTH AS SUCH IN THE DISCLOSURE
SCHEDULE WITH RESPECT TO A SPECIFICALLY IDENTIFIED REPRESENTATION OR WARRANTY),
THE STATEMENTS IN THE BODY OF THIS AGREEMENT WILL CONTROL.
8.9
ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY
RIGHTS.
NEITHER PARTY MAY ASSIGN ANY OF ITS RIGHTS UNDER THIS AGREEMENT WITHOUT
THE PRIOR CONSENT OF THE OTHER PARTIES, WHICH WILL NOT BE UNREASONABLY WITHHELD,
EXCEPT THAT BUYER MAY ASSIGN ANY OF ITS RIGHTS UNDER THIS AGREEMENT TO ANY
SUBSIDIARY OF BUYER.
SUBJECT TO THE PRECEDING SENTENCE, THIS AGREEMENT WILL
APPLY TO, BE BINDING IN ALL RESPECTS UPON, AND INURE TO THE BENEFIT OF THE
SUCCESSORS AND PERMITTED ASSIGNS OF THE PARTIES.
NOTHING EXPRESSED OR REFERRED
TO IN THIS AGREEMENT WILL BE CONSTRUED TO GIVE ANY PERSON OTHER THAN THE PARTIES
TO THIS AGREEMENT ANY LEGAL OR EQUITABLE RIGHT, REMEDY, OR CLAIM UNDER OR WITH
RESPECT TO THIS AGREEMENT OR ANY PROVISION OF THIS AGREEMENT.
THIS
63
AGREEMENT AND ALL OF ITS PROVISIONS AND CONDITIONS ARE FOR THE SOLE AND
EXCLUSIVE BENEFIT OF THE PARTIES TO THIS AGREEMENT AND THEIR SUCCESSORS AND
ASSIGNS.
8.10
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT
IS HELD INVALID OR UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION, THE
OTHER PROVISIONS OF THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT.
ANY
PROVISION OF THIS AGREEMENT HELD INVALID OR UNENFORCEABLE ONLY IN PART OR DEGREE
WILL REMAIN IN FULL FORCE AND EFFECT TO THE EXTENT NOT HELD INVALID OR
UNENFORCEABLE.
8.11
SECTION HEADINGS, CONSTRUCTION.
THE HEADINGS OF
ARTICLES AND SECTIONS IN THIS AGREEMENT ARE PROVIDED FOR CONVENIENCE ONLY AND
WILL NOT