RESPECT TO THE SUBJECT MATTER HEREOF
AND THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERTAKINGS, BOTH WRITTEN
AND ORAL, BETWEEN SELLER AND BUYER WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
THEREOF, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN. ANY MATTER THAT IS
DISCLOSED IN A SCHEDULE HERETO IN SUCH A WAY AS TO MAKE ITS RELEVANCE TO THE
INFORMATION CALLED FOR BY ANOTHER SCHEDULE READILY APPARENT SHALL BE DEEMED TO
HAVE BEEN INCLUDED IN SUCH OTHER SCHEDULE, NOTWITHSTANDING THE OMISSION OF AN
APPROPRIATE CROSS REFERENCE. NO AMENDMENT, WAIVER OF COMPLIANCE WITH ANY
PROVISION OR CONDITION HEREOF, OR CONSENT PURSUANT TO THIS AGREEMENT SHALL BE
EFFECTIVE UNLESS EVIDENCED BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY
AGAINST WHOM ENFORCEMENT OF ANY WAIVER, AMENDMENT, CHANGE, EXTENSION OR
DISCHARGE IS SOUGHT. NO FAILURE OR DELAY ON THE PART OF BUYER OR SELLER IN
EXERCISING ANY RIGHT OR POWER UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER, OR
ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR POWER,
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT OR POWER.
10.5
HEADINGS.
THE HEADINGS SET FORTH IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND WILL NOT CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF
THE PROVISIONS OF THIS AGREEMENT.
10.6
COMPUTATION OF TIME.
IF AFTER MAKING COMPUTATIONS OF TIME PROVIDED
FOR IN THIS AGREEMENT, A TIME FOR ACTION OR NOTICE FALLS ON SATURDAY, SUNDAY OR
A FEDERAL HOLIDAY, THEN SUCH TIME SHALL BE EXTENDED TO THE NEXT BUSINESS DAY.
10.7
GOVERNING LAW; WAIVER OF JURY TRIAL.
THE CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICT OF LAW. THE EXCLUSIVE FORUM
FOR THE RESOLUTION OF ANY DISPUTES ARISING HEREUNDER SHALL BE THE FEDERAL OR
STATE COURTS LOCATED IN NEW YORK, NEW YORK, AND EACH PARTY IRREVOCABLY WAIVES
THE REFERENCE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR
PROCEEDING. BUYER AND SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL
BY JURY IN ANY LEGAL ACTION OR
33
PROCEEDING RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING ANY COUNTERCLAIM
MADE IN SUCH ACTION OR PROCEEDING, AND AGREE THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE DECIDED SOLELY BY A JUDGE. BUYER AND SELLER HEREBY ACKNOWLEDGE THAT
THEY HAVE EACH BEEN REPRESENTED BY COUNSEL IN THE NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THAT THEIR LAWYERS HAVE FULLY EXPLAINED THE
MEANING OF THE AGREEMENT, INCLUDING IN PARTICULAR THE JURY-TRIAL WAIVER.
10.8
CONSTRUCTION.
ANY QUESTION OF DOUBTFUL INTERPRETATION SHALL NOT BE
RESOLVED BY ANY RULE PROVIDING FOR INTERPRETATION AGAINST THE PARTY WHO CAUSES
THE UNCERTAINTY TO EXIST OR AGAINST THE DRAFTER OF THIS AGREEMENT.
10.9
NOTICES.
ANY NOTICE, DEMAND OR REQUEST REQUIRED OR PERMITTED TO BE
GIVEN UNDER THE PROVISIONS OF THIS AGREEMENT SHALL BE IN WRITING, ADDRESSED TO
THE FOLLOWING ADDRESSES, OR TO SUCH