ANY MATTERS (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(C)
ENFORCEMENT.
THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD
OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT
PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS ON A TIMELY BASIS OR WERE
OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED
TO AN INJUNCTION OR OTHER EQUITABLE RELIEF TO PREVENT BREACHES OF THIS AGREEMENT
AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS
23
AGREEMENT IN ANY COURT IDENTIFIED IN SECTION 11.4 HERETO, THIS BEING IN ADDITION
TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY.
SECTION 11.5.
WAIVER; REMEDIES CUMULATIVE.
THE RIGHTS AND REMEDIES OF
THE PARTIES TO THIS AGREEMENT ARE CUMULATIVE AND NOT ALTERNATIVE.
NEITHER ANY
FAILURE NOR ANY DELAY BY ANY PARTY IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE
UNDER THIS AGREEMENT OR ANY OF 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 ANY SUCH RIGHT, POWER OR PRIVILEGE WILL PRECLUDE ANY OTHER OR
FURTHER EXERCISE OF SUCH RIGHT, POWER OR PRIVILEGE OR THE EXERCISE OF ANY OTHER
RIGHT, POWER OR PRIVILEGE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
(A) NO CLAIM OR RIGHT ARISING OUT OF THIS AGREEMENT OR ANY OF THE DOCUMENTS
REFERRED TO IN THIS AGREEMENT CAN BE DISCHARGED BY ONE PARTY, IN WHOLE OR IN
PART, BY A 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 THAT 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.
SECTION 11.6.
ENTIRE AGREEMENT AND MODIFICATION.
THIS AGREEMENT
SUPERSEDES ALL PRIOR AGREEMENTS, WHETHER WRITTEN OR ORAL, BETWEEN THE PARTIES
WITH RESPECT TO ITS SUBJECT MATTER (INCLUDING ANY LETTER OF INTENT AND ANY
CONFIDENTIALITY AGREEMENT BETWEEN THE PARTIES RELATED TO THE SUBJECT MATTER OF
THIS AGREEMENT) AND CONSTITUTES (ALONG WITH THE AGREEMENTS DESCRIBED IN
ARTICLE X) 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, SUPPLEMENTED, OR OTHERWISE MODIFIED EXCEPT BY A WRITTEN AGREEMENT
EXECUTED BY THE PARTY TO BE CHARGED WITH THE AMENDMENT AND TRANSFEROR.
SECTION 11.7.
DISCLAIMERS.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
EXPRESSLY SET FORTH IN ARTICLES III, IV, AND V OR IN ANY ANCILLARY AGREEMENT,
EACH AS APPLICABLE, NONE OF THE PARTIES HERETO HAVE MADE OR HEREBY MAKE ANY
EXPRESS OR