Counsel
9.2
WAIVER.
THE FAILURE AT ANY TIME OF A PARTY
TO REQUIRE PERFORMANCE BY THE OTHER PARTY OF ANY RESPONSIBILITY OR OBLIGATION
REQUIRED BY THIS AGREEMENT SHALL IN NO WAY AFFECT A PARTY'S RIGHT TO REQUIRE
SUCH PERFORMANCE AT ANY TIME THEREAFTER, NOR SHALL THE WAIVER BY A PARTY OF A
BREACH OF ANY PROVISION OF THIS AGREEMENT BY THE OTHER PARTY CONSTITUTE A WAIVER
OF ANY OTHER BREACH OF THE SAME OR ANY OTHER PROVISION NOR CONSTITUTE A WAIVER
OF THE RESPONSIBILITY OR OBLIGATION ITSELF.
9.3
ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF EACH PARTY
HERETO.
EXCEPT AS PERMITTED BY THE JOINT VENTURE DOCUMENTS, NEITHER THIS
AGREEMENT NOR ANY RIGHT OR OBLIGATION HEREUNDER MAY BE ASSIGNED OR DELEGATED BY
EITHER PARTY IN WHOLE OR IN PART TO ANY OTHER PERSON, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE NONASSIGNING PARTY.
9.4
THIRD PARTY RIGHTS.
NOTHING IN THIS
AGREEMENT, WHETHER EXPRESS OR IMPLIED, IS INTENDED OR SHALL BE CONSTRUED TO
CONFER, DIRECTLY OR INDIRECTLY, UPON OR GIVE TO ANY PERSON, OTHER THAN THE
PARTIES HERETO, ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR IN
RESPECT OF THIS AGREEMENT OR ANY COVENANT, CONDITION OR OTHER PROVISION
CONTAINED HEREIN.
9.5
CHOICE OF LAW.
[***].
9.6
JURISDICTION; VENUE.
[***].
13
9.7
HEADINGS.
THE HEADINGS OF THE ARTICLES AND
SECTIONS IN THIS AGREEMENT ARE PROVIDED FOR CONVENIENCE OF REFERENCE ONLY AND
SHALL NOT BE DEEMED TO CONSTITUTE A PART HEREOF.
9.8
FORCE MAJEURE.
THE PARTIES HERETO SHALL BE
EXCUSED FROM ANY FAILURE TO PERFORM ANY OBLIGATION HEREUNDER TO THE EXTENT SUCH
FAILURE IS CAUSED BY A FORCE MAJEURE EVENT.
9.9
EXPORT CONTROL.
EACH PARTY AGREES THAT IT
WILL NOT KNOWINGLY:
(I) EXPORT OR RE-EXPORT, DIRECTLY OR INDIRECTLY, ANY
TECHNICAL DATA (AS DEFINED BY THE U.S. EXPORT ADMINISTRATION REGULATIONS)
PROVIDED BY THE OTHER PARTY OR (II) DISCLOSE SUCH TECHNICAL DATA FOR USE IN, OR
EXPORT OR RE-EXPORT DIRECTLY OR INDIRECTLY, ANY DIRECT PRODUCT OF SUCH TECHNICAL
DATA, INCLUDING SOFTWARE, TO ANY DESTINATION TO WHICH SUCH EXPORT OR RE-EXPORT
IS RESTRICTED OR PROHIBITED BY UNITED STATES OR NON-UNITED STATES LAW, WITHOUT
OBTAINING PRIOR AUTHORIZATION FROM THE U.S. DEPARTMENT OF COMMERCE AND OTHER
COMPETENT GOVERNMENT ENTITIES TO THE EXTENT REQUIRED BY APPLICABLE LAWS.
9.10
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH
THE SCHEDULES ATTACHED HERETO AND THE AGREEMENTS AND INSTRUMENTS EXPRESSLY
PROVIDED FOR HEREIN, AND, FOR SO LONG AS ANY APPLICABLE TERM(S) OF THE JOINT
VENTURE DOCUMENTS REMAIN IN EFFECT, THE APPLICABLE TERMS OF THE JOINT VENTURE
DOCUMENTS, CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS,
ORAL AND WRITTEN, BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF.
9.11
SEVERABILITY.
SHOULD ANY PROVISION OF THIS
AGREEMENT BE DEEMED IN CONTRADICTION WITH THE LAWS OF ANY JURISDICTION IN WHICH
IT IS TO BE PERFORMED OR UNENFORCEABLE FOR ANY REASON, SUCH PROVISION SHALL BE
DEEMED NULL AND VOID, BUT THIS