HERETO.
ANY ASSIGNMENT IN VIOLATION OF THIS
SECTION 7.08 SHALL BE VOID AND SHALL HAVE NO FORCE AND EFFECT.
SECTION 7.09.
EXECUTION IN COUNTERPART.
THIS AGREEMENT MAY BE EXECUTED BY
THE PARTIES HERETO IN ANY NUMBER OF COUNTERPARTS, AND BY EACH OF THE PARTIES
HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH COUNTERPARTS, WHEN SO EXECUTED
AND DELIVERED, SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL SUCH COUNTERPARTS
SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
SECTION 7.10.
CURRENCY.
WHENEVER THE WORD "DOLLARS" OR THE "$" SIGN APPEAR
IN THIS AGREEMENT, THEY SHALL BE CONSTRUED TO MEAN UNITED STATES DOLLARS, AND
ALL TRANSACTIONS UNDER THIS AGREEMENT SHALL BE IN UNITED STATES DOLLARS.
SECTION 7.11.
AMENDMENTS.
THIS AGREEMENT MAY NOT BE CHANGED, ALTERED OR
MODIFIED UNLESS THE SAME SHALL BE IN WRITING EXECUTED BY GNA AND THE COMPANY.
SECTION 7.12.
GOVERNING LAW.
THIS AGREEMENT WILL BE CONSTRUED, PERFORMED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING
EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS THEREOF TO THE EXTENT SUCH
PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.
SECTION 7.13.
ENTIRE AGREEMENT; SEVERABILITY.
(A)
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS,
UNDERSTANDINGS, STATEMENTS, REPRESENTATIONS AND WARRANTIES, NEGOTIATIONS AND
DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES AND THERE ARE NO GENERAL OR
SPECIFIC WARRANTIES, REPRESENTATIONS OR OTHER AGREEMENTS BY OR AMONG THE PARTIES
IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF EXCEPT AS SPECIFICALLY SET FORTH OR CONTEMPLATED HEREIN.
(B)
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE VOID OR
UNENFORCEABLE, IN WHOLE OR IN PART, (I) SUCH HOLDING SHALL NOT AFFECT THE
VALIDITY AND ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT, INCLUDING ANY
OTHER PROVISION, PARAGRAPH OR SUBPARAGRAPH, AND (II) THE PARTIES AGREE TO
ATTEMPT IN GOOD FAITH TO REFORM SUCH VOID OR UNENFORCEABLE PROVISION TO THE
EXTENT NECESSARY TO RENDER SUCH PROVISION ENFORCEABLE AND TO CARRY OUT ITS
ORIGINAL INTENT.
SECTION 7.14.
NO WAIVER; PRESERVATION OF REMEDIES.
NO CONSENT OR WAIVER,
EXPRESS OR IMPLIED, BY ANY PARTY TO OR OF ANY BREACH OR DEFAULT BY ANY OTHER
PARTY IN THE PERFORMANCE BY SUCH OTHER PARTY OF ITS OBLIGATIONS HEREUNDER SHALL
BE DEEMED OR CONSTRUED TO BE A CONSENT OR WAIVER TO OR OF ANY OTHER BREACH OR
DEFAULT IN THE PERFORMANCE OF OBLIGATIONS HEREUNDER BY SUCH OTHER PARTY
HEREUNDER.
FAILURE ON THE PART OF ANY PARTY TO COMPLAIN OF ANY ACT OR FAILURE
TO ACT OF ANY OTHER PARTY OR TO DECLARE ANY OTHER PARTY IN DEFAULT, IRRESPECTIVE
OF HOW LONG SUCH FAILURE CONTINUES, SHALL NOT CONSTITUTE A WAIVER BY SUCH FIRST
PARTY OF ANY OF ITS RIGHTS HEREUNDER.
THE RIGHTS AND REMEDIES PROVIDED ARE
CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT ANY PARTY MAY
OTHERWISE HAVE AT LAW OR EQUITY.
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SECTION 7.15.
COOPERATION.