TAKE SUCH OTHER ACTIONS, AS SUCH OTHER PARTY MAY REASONABLY REQUEST
(PRIOR TO, AT OR AFTER THE CLOSING) FOR THE PURPOSE OF CARRYING OUT OR
EVIDENCING ANY OF THE TRANSACTIONS CONTEMPLATED PURSUANT TO THIS AGREEMENT.
10.2.
WAIVER.
ANY WAIVER OF ANY TERM OR CONDITION OF THIS AGREEMENT
SHALL NOT OPERATE AS A WAIVER OF ANY PRIOR OR SUBSEQUENT BREACH OF SUCH TERM OR
CONDITION OTHER THAN THE BREACH SPECIFICALLY INTENDED TO BE WAIVED, NOR SHALL
ANY FAILURE TO ENFORCE ANY PROVISION HEREOF OPERATE AS A WAIVER OF SUCH
PROVISION OR OF ANY OTHER PROVISION HEREOF.
PRIOR TO THIS AGREEMENT BEING
TERMINATED AS A RESULT OF THE FAILURE OF A CONTINGENCY OR CONDITION TO BE MET,
THE PARTY IN WHOSE FAVOR SUCH FAILED CONDITION OR CONTINGENCY EXISTS SHALL HAVE
THE SOLE AND EXCLUSIVE RIGHT, BY WRITTEN NOTICE TO THE OTHER, TO WAIVE ANY SUCH
CONDITION OR CONTINGENCY, AND IF WAIVED, SAID CONDITION OR CONTINGENCY SHALL BE
DEEMED SATISFIED.
10.3.
NOTICES.
ANY NOTICES REQUIRED OR CAPABLE OF BEING RENDERED UNDER
THE PROVISIONS OF THIS AGREEMENT SHALL BE IN WRITING AND (A) HAND DELIVERED IN
PERSON, (B) SENT BY UNITED STATES POSTAL SERVICE CERTIFIED MAIL, POSTAGE
PREPAID, (C) SENT BY A RECOGNIZED NATIONAL OVERNIGHT DELIVERY SERVICE, OR LOCAL
SAME DAY DELIVERY OR COURIER SERVICE, ADDRESSED AS SHOWN ON PAGES 1 AND 2 OF
THIS AGREEMENT, OR (D) SENT BY FACSIMILE MACHINE.
ANY NOTICE SENT BY UNITED
STATES
38
POSTAL SERVICE CERTIFIED MAIL SHALL BE DEEMED TO BE EFFECTIVE THE EARLIER OF THE
ACTUAL DELIVERY, IF HAND DELIVERED IN PERSON, OR THREE (3) BUSINESS DAYS AFTER
DEPOSIT IN A POST OFFICE OPERATED BY THE UNITED STATES POSTAL SERVICE.
ANY
NOTICE SENT BY A RECOGNIZED NATIONAL OVERNIGHT DELIVERY SERVICE SHALL BE DEEMED
EFFECTIVE ONE (1) BUSINESS DAY AFTER DEPOSIT WITH SUCH SERVICE.
ANY NOTICE
PERSONALLY DELIVERED OR DELIVERED THROUGH A SAME-DAY DELIVERY/COURIER SERVICE
SHALL BE DEEMED EFFECTIVE UPON ITS RECEIPT OR REFUSAL TO ACCEPT RECEIPT BY THE
ADDRESSEE.
ANY NOTICE SENT BY FACSIMILE MACHINE SHALL BE DEEMED EFFECTIVE ONE
BUSINESS DAY AFTER CONFIRMATION OF THE SUCCESSFUL TRANSMISSION BY THE SENDER'S
FACSIMILE MACHINE.
NOTICES SHALL BE ADDRESSED TO THE PARTIES IN ACCORDANCE WITH
THE INFORMATION PROVIDED ON PAGES 1 AND 2 OF THIS AGREEMENT OR TO SUCH OTHER
ADDRESSES AS MAY BE DESIGNATED IN WRITING FROM TIME TO TIME PURSUANT HERETO.
10.4.
TIME IS OF THE ESSENCE.
TIME IS OF THE ESSENCE WITH RESPECT TO ALL
MATTERS IN THIS AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT,
THE TIME FOR PERFORMANCE OF ANY OBLIGATION OR TAKING ANY ACTION UNDER THIS
AGREEMENT WILL BE DEEMED TO EXPIRE AT 12:00 O'CLOCK MIDNIGHT (CENTRAL TIME) ON
THE LAST DAY OF THE APPLICABLE TIME PERIOD PROVIDED FOR IN THIS AGREEMENT.
10.5.
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, PERSONAL
REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS.
NO PARTY MAY ASSIGN EITHER
THIS AGREEMENT OR ANY OF ITS RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER WITHOUT
THE PRIOR