PROVIDED, HOWEVER THAT
IN THE EVENT THAT A PARTY DESIRES TO ASSIGN THIS AGREEMENT THROUGH MERGER OR
SALE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS, IT SHALL OBTAIN, PRIOR TO ANY
ASSIGNMENT, A WRITTEN ASSURANCE FROM THE ACQUIRING OR MERGING PARTY SPECIFICALLY
ASSURING THE OTHER PARTY THAT IT WILL CONTINUE TO HONOR AND ASSUME ALL OF THE
ASSIGNING PARTY'S OBLIGATIONS UNDER THIS AGREEMENT.
SUBJECT TO THE FOREGOING
SENTENCE, THIS AGREEMENT WILL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
19.4.
NOTICES.
NOTICES PERMITTED OR REQUIRED TO BE GIVEN HEREUNDER SHALL
BE DEEMED SUFFICIENT IF GIVEN BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
RETURN RECEIPT REQUESTED, BY PRIVATE OVERNIGHT COURIER SERVICE, OR BY CONFIRMED
FACSIMILE ADDRESSED TO THE RESPECTIVE ADDRESSES OF THE PARTIES AS FIRST WRITTEN
ABOVE OR AT SUCH OTHER ADDRESSES AS THE RESPECTIVE PARTIES MAY DESIGNATE BY LIKE
NOTICE FROM TIME TO TIME.
NOTICES SO GIVEN SHALL BE EFFECTIVE UPON (I) RECEIPT
BY THE PARTY TO WHICH NOTICE IS GIVEN, OR (II) ON THE FIFTH (5TH) DAY FOLLOWING
DOMESTIC MAILING OR THE TENTH (10TH) DAY FOLLOWING INTERNATIONAL MAILING, AS MAY
BE THE CASE, WHICHEVER OCCURS FIRST.
19.5.
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE EXHIBITS HERETO
WHICH ARE INCORPORATED HEREIN, CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PROPOSALS, ORAL OR
WRITTEN, AND ALL NEGOTIATIONS, CONVERSATIONS, DISCUSSIONS, AND PREVIOUS
DISTRIBUTION OR VALUE ADDED RESELLER AGREEMENTS HERETOFORE BETWEEN THE PARTIES.
EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY ANY REPRESENTATIONS OR STATEMENTS, ORAL OR WRITTEN, NOT EXPRESSLY
CONTAINED HEREIN.
19.6.
AMENDMENT.
THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED, RESCINDED,
CANCELED OR WAIVED, IN WHOLE OR IN PART, EXCEPT BY WRITTEN AMENDMENT SIGNED BY
BOTH PARTIES HERETO.
19.7.
SECTION HEADINGS.
THE SECTION HEADINGS APPEARING IN THIS AGREEMENT
ARE INSERTED ONLY AS MATTER OF CONVENIENCE AND IN NO WAY DEFINE, LIMIT,
CONSTRUE, OR DESCRIBE THE SCOPE OR EXTENT OF SUCH SECTION OR IN ANY WAY AFFECT
SUCH SECTION.
19.8.
PUBLICITY.
THIS AGREEMENT IS CONFIDENTIAL, AND NO PARTY SHALL
ISSUE PRESS RELEASES OR ENGAGE IN OTHER TYPES OF PUBLICITY OF ANY NATURE DEALING
WITH THE COMMERCIAL OR LEGAL DETAILS OF THIS AGREEMENT WITHOUT THE OTHER PARTY'S
PRIOR WRITTEN APPROVAL, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD;
PROVIDED THAT THE PARTIES AGREE THAT PROMPTLY FOLLOWING THE DATE HEREOF THEY
SHALL MAKE A JOINT PRESS RELEASE.
IT SHALL NOT BE A BREACH OF THE FOREGOING
OBLIGATION AS TO NON-DISCLOSURE AND PRESS RELEASES TO INCLUDE IN FUTURE PRESS
RELEASES FACTS WHICH ARE RECITED IN THE JOINT PRESS RELEASE DESCRIBED ABOVE OR
TO MAKE OTHER DISCLOSURES AS MAY BE NECESSARY (A) AS TO THE NON-DISCLOSURE
OBLIGATION ONLY, IN CONNECTION WITH THE PREPARATION OF A PARTY'S TAX RETURNS OR
FINANCIAL RECORDS; (B) IN ORDER TO SATISFY THE REQUIREMENTS OF LAW, INCLUDING
THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934; (C) IN ORDER TO COMPLY
WITH THE LAWFUL ORDERS OR PROCESSES OF