GIVEN, AND SHALL NOT CONSTITUTE A CONTINUING WAIVER OR CONSENT.
11.
ASSIGNMENT.
THE RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT MAY
NOT BE ASSIGNED BY EITHER PARTY HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY.
12.
BENEFIT.
ALL STATEMENTS, REPRESENTATIONS, WARRANTIES, COVENANTS
AND AGREEMENTS IN THIS AGREEMENT SHALL BE BINDING ON THE PARTIES HERETO AND
SHALL INURE TO THE BENEFIT OF THE RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS OF
EACH PARTY HERETO.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO CREATE ANY
RIGHTS OR OBLIGATIONS EXCEPT AMONG THE PARTIES HERETO, AND NO PERSON OR ENTITY
SHALL BE REGARDED AS A THIRD-PARTY BENEFICIARY OF THIS AGREEMENT.
13.
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CONFLICT
OF LAW PRINCIPLES THEREOF.
14.
JURISDICTION AND SERVICE OF PROCESS.
ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE
COMMONWEALTH OF MASSACHUSETTS OR OF THE UNITED STATES OF AMERICA FOR THE
DISTRICT OF MASSACHUSETTS.
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF
THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
EACH OF THE
PARTIES HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
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AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY CERTIFIED MAIL, POSTAGE PREPAID, TO THE PARTY AT ITS ADDRESS SET
FORTH IN SECTION 7 HEREOF.
15.
NO WAIVER OF RIGHTS, POWERS AND REMEDIES.
NO FAILURE OR DELAY BY
A PARTY HERETO IN EXERCISING ANY RIGHT, POWER OR REMEDY UNDER THIS AGREEMENT,
AND NO COURSE OF DEALING BETWEEN THE PARTIES HERETO, SHALL OPERATE AS A WAIVER
OF ANY SUCH RIGHT, POWER OR REMEDY OF THE PARTY.
NO SINGLE OR PARTIAL EXERCISE
OF ANY RIGHT, POWER OR REMEDY UNDER THIS AGREEMENT BY A PARTY HERETO, NOR ANY
ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE ANY SUCH RIGHT, POWER OR
REMEDY, SHALL PRECLUDE SUCH PARTY FROM ANY OTHER OR FURTHER EXERCISE THEREOF OR
THE EXERCISE OF ANY OTHER RIGHT, POWER OR REMEDY HEREUNDER.
THE ELECTION OF ANY
REMEDY BY A PARTY HERETO SHALL NOT CONSTITUTE A WAIVER OF THE RIGHT OF SUCH
PARTY TO PURSUE OTHER AVAILABLE REMEDIES.
NO NOTICE TO OR DEMAND ON A PARTY NOT
EXPRESSLY REQUIRED UNDER THIS AGREEMENT SHALL ENTITLE THE PARTY RECEIVING SUCH
NOTICE OR DEMAND TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER
CIRCUMSTANCES OR CONSTITUTE A WAIVER OF THE RIGHTS OF THE PARTY GIVING SUCH
NOTICE OR DEMAND TO ANY OTHER OR FURTHER ACTION IN ANY CIRCUMSTANCES WITHOUT
SUCH NOTICE OR DEMAND.
16.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, AND BY DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE
ONE AND THE SAME INSTRUMENT.
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