MODIFIED
OR SUPPLEMENTED ONLY BY WRITTEN AGREEMENT OF GRANTOR, THE COMPANY AND OPTION
HOLDER.
17.
WAIVER OF COMPLIANCE; CONSENTS. EXCEPT AS OTHERWISE PROVIDED IN
THIS AGREEMENT, ANY FAILURE OF ANY OF THE PARTIES TO COMPLY WITH ANY OBLIGATION,
REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION HEREIN MAY BE WAIVED
BY THE PARTY ENTITLED TO THE BENEFITS THEREOF ONLY BY A WRITTEN INSTRUMENT
SIGNED BY THE PARTY GRANTING SUCH WAIVER, BUT SUCH WAIVER OR FAILURE TO INSIST
UPON STRICT COMPLIANCE WITH SUCH OBLIGATION, REPRESENTATION, WARRANTY, COVENANT,
AGREEMENT OR CONDITION SHALL NOT OPERATE AS A WAIVER OF, OR ESTOPPEL WITH
RESPECT TO, ANY SUBSEQUENT OR OTHER FAILURE. WHENEVER THIS AGREEMENT REQUIRES OR
PERMITS CONSENT BY OR ON BEHALF OF ANY PARTY HERETO, SUCH CONSENT SHALL BE GIVEN
IN WRITING IN A MANNER CONSISTENT WITH THE REQUIREMENTS FOR A WAIVER OF
COMPLIANCES AS SET FORTH IN THIS SECTION 17.
18.
NOTICES. ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
WHICH ARE REQUIRED OR MAY BE GIVEN PURSUANT TO THE TERMS OF THIS AGREEMENT SHALL
BE IN WRITTEN OR ELECTRONIC FORM, AND SHALL BE DEEMED DELIVERED (A) ON THE DATE
OF DELIVERY WHEN (I) DELIVERED BY HAND OR (II) SENT BY REPUTABLE OVERNIGHT
COURIER MAINTAINING RECORDS OF RECEIPT AND (B) ON THE DATE OF TRANSMISSION WHEN
SENT BY FACSIMILE OR OTHER ELECTRONIC TRANSMISSION DURING NORMAL BUSINESS HOURS
WITH CONFIRMATION OF TRANSMISSION BY THE TRANSMITTING EQUIPMENT; PROVIDED,
HOWEVER, THAT ANY SUCH COMMUNICATION DELIVERED BY FACSIMILE OR OTHER ELECTRONIC
TRANSMISSION SHALL ONLY BE EFFECTIVE IF SUCH COMMUNICATION IS ALSO DELIVERED BY
HAND OR DEPOSITED WITH A REPUTABLE OVERNIGHT COURIER MAINTAINING RECORDS OF
RECEIPT WITHIN TWO BUSINESS DAYS AFTER ITS DELIVERY BY FACSIMILE OR OTHER
ELECTRONIC TRANSMISSION. ALL SUCH COMMUNICATIONS SHALL BE ADDRESSED TO THE
PARTIES AT THE ADDRESS SET FORTH IN EXHIBIT C, OR AT SUCH OTHER ADDRESS AS A
PARTY MAY DESIGNATE UPON TEN DAYS' PRIOR WRITTEN NOTICE TO THE OTHER PARTY.
14
19.
ASSIGNMENT. THIS AGREEMENT AND ALL OF THE PROVISIONS HEREOF SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, BUT, EXCEPT AS PROVIDED FOR HEREIN,
NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER
SHALL BE ASSIGNED BY GRANTOR OR THE COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF
OPTION HOLDER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD. WITHOUT THE
CONSENT OF GRANTOR AND THE COMPANY, OPTION HOLDER MAY ASSIGN ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT TO ANY OTHER PARTY OR PARTIES; PROVIDED,
HOWEVER, THAT OPTION HOLDER, AS ASSIGNOR, SHALL NOT THEREBY BE RELEASED OF ITS
OBLIGATIONS HEREUNDER.
20.
NO THIRD PARTY BENEFICIARIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
THIS AGREEMENT IS NOT INTENDED TO, AND SHALL NOT, CONFER UPON ANY OTHER PERSON
EXCEPT THE PARTIES HERETO ANY RIGHTS OR REMEDIES HEREUNDER.
21.
GOVERNING LAW. THE CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
THE CHOICE OF LAW PROVISIONS THEREOF.
22.
SEVERABILITY. IF ANY PROVISION OF