OR PURPOSE OF ANY
LAW OR REGULATION) (A "FORCE MAJEURE EVENT"), THEN SUCH PARTY SHALL HAVE SUCH
ADDITIONAL TIME TO PERFORM AS SHALL BE REASONABLY NECESSARY UNDER THE
CIRCUMSTANCES. IN THE EVENT OF SUCH FAILURE OR DELAY, THE AFFECTED PARTY WILL
USE ITS DILIGENT EFFORTS, CONSISTENT WITH SOUND BUSINESS JUDGMENT AND TO THE
EXTENT PERMITTED BY LAW, TO CORRECT SUCH FAILURE OR DELAY AS EXPEDITIOUSLY AS
POSSIBLE. IN THE EVENT THAT A PARTY IS UNABLE TO PERFORM BY A REASON DESCRIBED
IN THIS SECTION 15.7, ITS OBLIGATION TO PERFORM UNDER THE AFFECTED PROVISION OF
THIS AGREEMENT SHALL BE SUSPENDED DURING SUCH TIME OF NONPERFORMANCE.
(B)
NEITHER PARTY SHALL BE LIABLE HEREUNDER TO
THE OTHER PARTY NOR SHALL BE IN BREACH FOR FAILURE TO PERFORM ITS OBLIGATIONS
CAUSED BY A FORCE MAJEURE EVENT. IN THE CASE OF ANY SUCH EVENT, THE AFFECTED
PARTY SHALL PROMPTLY, BUT IN NO EVENT LATER THAN 10 DAYS OF ITS OCCURRENCE,
NOTIFY THE OTHER PARTY STATING THE NATURE OF THE CONDITION, ITS ANTICIPATED
DURATION AND ANY ACTION BEING TAKEN TO AVOID OR MINIMIZE ITS EFFECT.
FURTHERMORE, THE AFFECTED PARTY SHALL KEEP THE OTHER PARTY INFORMED OF THE
EFFORTS TO RESUME PERFORMANCE. AFTER SIXTY (60) DAYS OF SUCH INABILITY TO
PERFORM, THE PARTIES AGREE TO MEET AND IN GOOD FAITH DISCUSS HOW TO PROCEED. IN
THE EVENT THAT THE AFFECTED PARTY IS PREVENTED FROM PERFORMING ITS OBLIGATIONS
PURSUANT TO THIS SECTION 15.7 FOR A PERIOD OF SIX (6) MONTHS, THE OTHER PARTY
SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THE PROVISIONS OF
SECTIONS 8.4(B).
10
SECTION 15.8
SUCCESSORS AND ASSIGNS. SUBJECT TO
SECTION 15.9, THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
PERMITTED UNDER THIS AGREEMENT.
SECTION 15.9
ASSIGNMENT. THIS AGREEMENT AND THE
RIGHTS GRANTED HEREIN SHALL NOT BE ASSIGNABLE BY EITHER PARTY HERETO WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER PARTY. ANY ATTEMPTED ASSIGNMENT WITHOUT
CONSENT SHALL BE VOID. NOTWITHSTANDING THE FOREGOING, A PARTY MAY TRANSFER,
ASSIGN OR DELEGATE ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT WITHOUT
CONSENT TO (A) AN AFFILIATE OR (B) A SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF
ITS BUSINESS OR ASSETS OF THE ASSIGNING PARTY TO WHICH THIS AGREEMENT RELATES,
WHETHER BY SALE, MERGER, CONSOLIDATION, ACQUISITION, TRANSFER, OPERATION OF LAW
OR OTHERWISE.
SECTION 15.10
CONSTRUCTION. THE PARTIES ACKNOWLEDGE AND
AGREE THAT: (A) EACH PARTY AND ITS REPRESENTATIVES HAVE REVIEWED AND NEGOTIATED
THE TERMS AND PROVISIONS OF THIS AGREEMENT AND HAVE CONTRIBUTED TO ITS REVISION;
AND (B) THE TERMS AND PROVISIONS OF THIS AGREEMENT WILL BE CONSTRUED FAIRLY AS
TO EACH PARTY HERETO AND NOT IN FAVOR OF OR AGAINST EITHER PARTY REGARDLESS OF
WHICH PARTY WAS GENERALLY RESPONSIBLE FOR THE PREPARATION OR DRAFTING OF THIS
AGREEMENT. UNLESS THE CONTEXT OF THIS AGREEMENT OTHERWISE REQUIRES: (I) WORDS OF
ANY GENDER INCLUDE EACH OTHER GENDER; (II) WORDS USING THE SINGULAR OR PLURAL
NUMBER ALSO INCLUDE THE PLURAL OR SINGULAR NUMBER, RESPECTIVELY; (III) THE TERMS