THE PARTIES HERETO WAIVES ANY RIGHT
IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.
(H)
SUCCESSORS AND ASSIGNS; ASSIGNMENT. THIS AGREEMENT SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE HEIRS, EXECUTORS, LEGAL REPRESENTATIVES, AND SUCCESSORS; PROVIDED,
HOWEVER, THAT NO PARTY MAY ASSIGN THIS AGREEMENT OR ANY RIGHTS HEREUNDER, IN
WHOLE OR IN PART, WITHOUT THE CONSENT OF THE OTHER PARTY.
(I)
PARTIAL INVALIDITY AND SEVERABILITY. ALL RIGHTS AND RESTRICTIONS
CONTAINED HEREIN MAY BE EXERCISED AND SHALL BE APPLICABLE AND BINDING ONLY TO
THE EXTENT THAT THEY DO NOT VIOLATE ANY APPLICABLE LAWS AND ARE INTENDED TO BE
LIMITED TO THE EXTENT NECESSARY TO RENDER THIS AGREEMENT LEGAL, VALID AND
ENFORCEABLE. IF ANY TERMS OF THIS AGREEMENT NOT ESSENTIAL TO THE COMMERCIAL
PURPOSE OF THIS AGREEMENT SHALL BE HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE
BY A COURT OF COMPETENT JURISDICTION, IT IS THE INTENTION OF THE PARTIES THAT
THE REMAINING TERMS HEREOF SHALL CONSTITUTE THEIR AGREEMENT WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND ALL SUCH REMAINING TERMS SHALL REMAIN IN FULL FORCE
AND EFFECT. TO THE EXTENT LEGALLY PERMISSIBLE, ANY ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION OF THIS AGREEMENT SHALL BE REPLACED BY A VALID PROVISION
WHICH WILL IMPLEMENT THE COMMERCIAL PURPOSE OF THE ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION.
(J)
WAIVER. ANY TERM OR CONDITION OF THIS AGREEMENT MAY BE WAIVED AT
ANY TIME BY THE PARTY WHICH IS ENTITLED TO THE BENEFIT THEREOF, BUT ONLY IF SUCH
WAIVER IS EVIDENCED BY A WRITING SIGNED BY SUCH PARTY. NO FAILURE ON THE PART OF
A PARTY HERETO TO EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT, POWER OR
REMEDY CREATED HEREUNDER, SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY
SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR REMEDY BY ANY SUCH PARTY
PRECLUDE ANY OTHER FUTURE EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT,
POWER OR REMEDY. NO WAIVER BY ANY PARTY HERETO TO ANY BREACH OF OR DEFAULT IN
ANY TERM OR CONDITION OF THIS AGREEMENT SHALL CONSTITUTE A WAIVER OF OR ASSENT
TO ANY SUCCEEDING BREACH OF OR DEFAULT IN THE SAME OR ANY OTHER TERM OR
CONDITION HEREOF.
(K)
HEADINGS. THE HEADINGS AS TO CONTENTS OF PARTICULAR PARAGRAPHS OF
THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT BE CONSTRUED AS A
PART OF THIS AGREEMENT OR AS A LIMITATION ON THE SCOPE OF ANY TERMS OR
PROVISIONS OF THIS AGREEMENT.
(L)
EXPENSES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL
LEGAL AND OTHER COSTS AND EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE PAID BY THE PARTIES AS EACH
PARTY INCURS SUCH EXPENSES.
(M)
GENDER. WHERE THE CONTEXT REQUIRES, THE USE OF THE SINGULAR FORM
HEREIN SHALL INCLUDE THE PLURAL, THE USE OF THE