ANNOUNCEMENT RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT PRIOR TO THE CLOSING WITHOUT THE PRIOR WRITTEN APPROVAL OF THE
OTHER PARTIES; PROVIDED, HOWEVER, THAT ANY PARTY MAY MAKE ANY PUBLIC DISCLOSURE
IT BELIEVES IN GOOD FAITH IS REQUIRED BY APPLICABLE LEGAL REQUIREMENT OR ANY
LISTING OR TRADING AGREEMENT CONCERNING ITS PUBLICLY-TRADED SECURITIES (IN WHICH
CASE THE DISCLOSING PARTY WILL USE ITS REASONABLE BEST EFFORTS TO ADVISE THE
OTHER PARTIES PRIOR TO MAKING THE DISCLOSURE).
(B)
NO THIRD-PARTY BENEFICIARIES. THIS AGREEMENT SHALL NOT CONFER ANY
RIGHTS OR REMEDIES UPON ANY PERSON OTHER THAN THE PARTIES AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
(C)
ENTIRE AGREEMENT. THIS AGREEMENT (INCLUDING THE DOCUMENTS REFERRED
TO HEREIN), TOGETHER WITH THE CONFIDENTIALITY AGREEMENT (THE "PRE-CLOSING
CONFIDENTIALITY AGREEMENT") DATED FEBRUARY 23, 2006 BETWEEN THE BUYER AND THE
COMPANY, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ANY
PRIOR OR CONTEMPORANEOUS UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS BY OR
AMONG THE PARTIES, WRITTEN OR ORAL, TO THE EXTENT THEY RELATE IN ANY WAY TO THE
SUBJECT MATTER HEREOF; PROVIDED, HOWEVER, THAT IF THE TRANSACTIONS CONTEMPLATED
HEREBY ARE CONSUMMATED, THEN ON AND AFTER THE CLOSING DATE, THE PRE-CLOSING
CONFIDENTIALITY AGREEMENT SHALL BE DEEMED TERMINATED AND OF NO EFFECT AB INITIO
(D)
SUCCESSION AND ASSIGNMENT. THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE PARTIES NAMED HEREIN AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS. NO
PARTY MAY ASSIGN EITHER THIS AGREEMENT OR ANY OF ITS RIGHTS, INTERESTS, OR
OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTIES;
PROVIDED, HOWEVER, THAT THE BUYER MAY (I) ASSIGN ANY OR ALL OF ITS RIGHTS AND
INTERESTS HEREUNDER TO ONE OR MORE OF ITS AFFILIATES AND (II) DESIGNATE ONE OR
MORE OF ITS AFFILIATES TO PERFORM ITS OBLIGATIONS HEREUNDER (IN ANY OR ALL OF
WHICH CASES THE BUYER NONETHELESS SHALL REMAIN RESPONSIBLE FOR THE PERFORMANCE
OF ALL OF ITS OBLIGATIONS HEREUNDER).
(E)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT. THE EXCHANGE OF COPIES OF
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND CERTIFICATES AND OF SIGNATURE
PAGES BY FACSIMILE TRANSMISSION OR PDF FORMAT THROUGH ELECTRONIC TRANSMISSION
SHALL CONSTITUTE EFFECTIVE EXECUTION AND DELIVERY OF THIS AGREEMENT AND SUCH
ANCILLARY AGREEMENTS AND CERTIFICATES AS TO THE PARTIES AND MAY BE USED IN LIEU
OF THE ORIGINAL AGREEMENT AND SUCH ANCILLARY AGREEMENTS AND CERTIFICATES FOR ALL
PURPOSES. SIGNATURES OF THE PARTIES TRANSMITTED BY FACSIMILE OR PDF FORMAT
THROUGH ELECTRONIC TRANSMISSION SHALL BE DEEMED TO BE THEIR ORIGINAL SIGNATURES
FOR ALL PURPOSES.
(F)
HEADINGS. THE SECTION HEADINGS CONTAINED IN THIS AGREEMENT ARE
INSERTED FOR CONVENIENCE ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
(G)
NOTICES. ALL NOTICES, REQUESTS, DEMANDS, CLAIMS AND OTHER
COMMUNICATIONS HEREUNDER WILL BE IN WRITING. ANY NOTICE, REQUEST, DEMAND, CLAIM,
OR OTHER COMMUNICATION HEREUNDER SHALL BE DEEMED DULY GIVEN IF (AND THEN TWO
BUSINESS DAYS AFTER) IT IS