parties hereto.
Section 10.3.
Waiver. Any term, condition or provision of this Agreement
may be waived at any time but only in writing by the party which is entitled to
the benefits thereof.
Any waiver of any term or condition shall not be
construed as a waiver of any subsequent breach or a subsequent waiver of the
same term or condition, or a waiver of any other term or condition of this
Agreement.
No failure or delay by any party hereto in exercising any right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof, preclude any other or further exercise thereof or the exercise
of any other right.
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Section 10.4
Headings. The headings contained in this Agreement are
inserted for convenience only and shall not affect the meaning or interpretation
of this Agreement or any provision hereof.
SECTION 10.5.
CONSTRUCTION. (A) FOR THE PURPOSES OF THIS AGREEMENT, (I)
WORDS IN THE SINGULAR SHALL BE HELD TO INCLUDE THE PLURAL AND VICE VERSA AS THE
CONTEXT REQUIRES; (II) THE TERMS "HEREOF", "HEREIN", AND "HEREWITH" AND WORDS OF
SIMILAR IMPORT SHALL, UNLESS OTHERWISE STATED, BE CONSTRUED TO REFER TO THIS
AGREEMENT AS A WHOLE (INCLUDING ALL OF THE EXHIBITS AND SCHEDULES) AND NOT TO
ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND ARTICLE, SECTION, CLAUSE,
PARAGRAPH, SCHEDULE AND EXHIBIT REFERENCES ARE TO THE ARTICLES, SECTIONS,
CLAUSES, PARAGRAPHS, SCHEDULES AND EXHIBITS TO THIS AGREEMENT UNLESS OTHERWISE
SPECIFIED; (III) THE WORD "INCLUDING" AND WORDS OF SIMILAR IMPORT WHEN USED IN
THIS AGREEMENT SHALL MEAN "INCLUDING WITHOUT LIMITATION" UNLESS THE CONTEXT
OTHERWISE REQUIRES OR UNLESS OTHERWISE SPECIFIED; (IV) THE WORD "OR" SHALL NOT
BE EXCLUSIVE; (V) ALL REFERENCES TO ANY PERIOD OF DAYS SHALL BE DEEMED TO BE TO
THE RELEVANT NUMBER OF CALENDAR DAYS UNLESS OTHERWISE SPECIFIED; (VI) ANY
REFERENCE TO ANY LAW SHALL INCLUDE ANY AMENDMENTS, MODIFICATIONS, CODIFICATIONS,
REPLACEMENTS AND REENACTMENTS (AS OF THE DATE HEREOF, WITH RESPECT TO REFERENCES
TO LAW IN ARTICLE III OR ARTICLE IV) AND SHALL BE DEEMED ALSO TO REFER TO ALL
RULES AND REGULATIONS PROMULGATED THEREUNDER (AS OF THE DATE HEREOF, WITH
RESPECT TO REFERENCES TO LAW IN ARTICLE III OR ARTICLE IV), UNLESS THE CONTEXT
REQUIRES OTHERWISE; AND (VII) ANY REFERENCES TO ANY AGREEMENT, DOCUMENT OR
INSTRUMENT MEANS SUCH AGREEMENT, DOCUMENT OR INSTRUMENT AS AMENDED OR MODIFIED
AND IN EFFECT FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF.
THE
PARTIES ACKNOWLEDGE THAT EACH PARTY AND ITS COUNSEL HAVE REVIEWED AND REVISED
THIS AGREEMENT AND THAT NO RULE OF CONSTRUCTION TO THE EFFECT THAT ANY
AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY SHALL BE EMPLOYED IN
THE INTERPRETATION OF THIS AGREEMENT.
Section 10.6.
Assignment. This Agreement and the terms, covenants,
conditions, provisions, obligations, undertakings, rights and benefits hereof,
including the Exhibits and Schedules hereto, shall be binding upon, and shall
inure to the benefit of, the undersigned parties and their respective heirs,
executors, administrators, representatives, successors, and assigns.
Notwithstanding the foregoing, Purchaser shall not assign its