TO SECTIONS, SCHEDULES AND EXHIBITS OF OR TO THIS AGREEMENT UNLESS
EXPRESSLY OTHERWISE INDICATED.
AT EACH PLACE IN THIS AGREEMENT WHERE THE
CONTEXT SO REQUIRES, THE MASCULINE, FEMININE OR NEUTER GENDER INCLUDES OTHERS.
"INCLUDING" MEANS "INCLUDING WITHOUT LIMITATION."
"OR" IS USED IN THE INCLUSIVE
SENSE OF "AND/OR."
CURRENCY AMOUNTS REFERENCED HEREIN, UNLESS OTHERWISE
SPECIFIED, ARE IN U.S. DOLLARS.
7.2
FURTHER ACTIONS.
FROM TIME TO TIME, AS AND
WHEN REQUESTED BY ANY PARTY HERETO, EACH OTHER PARTY SHALL EXECUTE AND DELIVER,
OR CAUSE TO BE EXECUTED AND DELIVERED, SUCH DOCUMENTS AND INSTRUMENTS AND SHALL
TAKE, OR CAUSE TO BE TAKEN, SUCH FURTHER OR OTHER ACTIONS AS THE REQUESTING
PARTY MAY REASONABLY DEEM NECESSARY OR DESIRABLE TO CARRY OUT THE INTENT AND
PURPOSES OF THIS AGREEMENT, TO TRANSFER, ASSIGN AND DELIVER THE PURCHASED ASSETS
TO BUYER AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS EFFECTIVE AS OF THE EFFECTIVE
DATE (OR TO EVIDENCE THE FOREGOING) AND TO CONSUMMATE AND GIVE EFFECT TO THE
OTHER TRANSACTIONS, COVENANTS AND AGREEMENTS CONTEMPLATED HEREBY.
TO THE EXTENT
THAT THE RIGHTS OF SELLER UNDER ANY CONTRACT OR AUTHORIZATION MAY NOT BE
TRANSFERRED OR ASSIGNED WITHOUT THE CONSENT OF ANOTHER PERSON, NEITHER THIS
AGREEMENT NOR THE BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL
CONSTITUTE AN AGREEMENT TO TRANSFER OR ASSIGN THE SAME IF AN ATTEMPTED TRANSFER
OR ASSIGNMENT WOULD CONSTITUTE A BREACH THEREOF OR BE UNLAWFUL.
IF ANY SUCH
CONSENT HAS NOT BEEN OBTAINED OR IF ANY ATTEMPTED TRANSFER OR ASSIGNMENT WOULD
BE INEFFECTIVE OR WOULD IMPAIR BUYER'S RIGHTS UNDER THE INSTRUMENT IN QUESTION
SO THAT BUYER WOULD NOT EFFECTIVELY ACQUIRE THE BENEFIT OF ALL SUCH RIGHTS, THEN
SELLER, TO THE MAXIMUM EXTENT PERMITTED BY LAW AND THE INSTRUMENT, SHALL, AT
BUYER'S REQUEST AND EXPENSE, ACT AS BUYER'S AGENT IN ORDER TO OBTAIN FOR BUYER
THE BENEFITS THEREUNDER AND COOPERATE, TO THE MAXIMUM EXTENT PERMITTED BY LAW
AND THE INSTRUMENT, WITH BUYER IN ANY OTHER REASONABLE ARRANGEMENT DESIGNED TO
PROVIDE SUCH BENEFITS TO BUYER (INCLUDING, WITHOUT LIMITATION, BY ENTERING INTO
AN EQUIVALENT ARRANGEMENT).
7.3
EXPENSES.
EXCEPT AS EXPRESSLY SET FORTH
HEREIN, SELLER AND BUYER SHALL EACH BEAR THEIR OWN LEGAL FEES AND OTHER COSTS
AND EXPENSES WITH RESPECT TO THE NEGOTIATION, EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.
7.4
ENTIRE AGREEMENT.
THIS AGREEMENT, WHICH
INCLUDES THE SCHEDULES AND THE EXHIBITS HERETO AND THE OTHER DOCUMENTS,
AGREEMENTS AND INSTRUMENTS EXECUTED AND DELIVERED PURSUANT TO THIS AGREEMENT,
CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND SUPERSEDES ALL PRIOR
ARRANGEMENTS, UNDERSTANDINGS, PROPOSALS, PROSPECTUSES, PROJECTIONS AND RELATED
MATERIALS WITH RESPECT THERETO, OTHER THAN THE CONFIDENTIALITY AGREEMENT DATED
AUGUST 28, 2007 BETWEEN BUYER AND SELLER, WHICH SHALL SURVIVE IN ACCORDANCE WITH
ITS TERMS.
25
7.5
DESCRIPTIVE HEADINGS; DEFINITIONS.
THE
DESCRIPTIVE HEADINGS OF THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT
CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS
AGREEMENT.
7.6
NOTICES.
ALL NOTICES OR OTHER
COMMUNICATIONS WHICH ARE REQUIRED OR