FOR THE PURPOSE OF CARRYING OUT THE INTENT OF THIS AGREEMENT AND THE
DOCUMENTS REFERRED TO IN THIS AGREEMENT.
12.7
WAIVER.
THE RIGHTS AND REMEDIES OF THE PARTIES
ARE CUMULATIVE AND NOT ALTERNATIVE.
NEITHER THE FAILURE NOR ANY DELAY BY ANY
PARTY IN EXERCISING ANY RIGHT, POWER, OR PRIVILEGE UNDER THIS AGREEMENT OR 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 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 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.
12.8
ENTIRE AGREEMENT AND MODIFICATION.
THIS
AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO
ITS SUBJECT MATTER (INCLUDING THE NONBINDING AGREEMENT IN PRINCIPLE AMONG BUYER,
PARENT, THE COMPANY, AND MAJORITY OWNERS DATED FEBRUARY 8, 2008) 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.
12.9
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.
12.10
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