any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court.
Section 13.07 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
Section 13.08 Counterparts; Third Party Beneficiaries. This Agreement may be
signed in one or more counterparts, each of which shall be an original, with the
same effect as if the signatures hereto and thereto were upon the same
instrument. Any change made to any counterpart but not made to all counterparts
shall have no effect. This Agreement shall become effective when each party
hereto or thereto shall have received a counterpart hereof or thereof signed by
the other party hereto. Signatures provided by facsimile transmission shall be
deemed to be original signatures. No provision of this Agreement is intended to
confer upon any Person other than the parties hereto any rights or remedies
hereunder or thereunder.
Section 13.09 Entire Agreement. This Agreement, together with the other
Transaction Agreements, constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, both oral and written, among the parties hereto
with respect to the subject matter of this Agreement. This Agreement shall not
be construed as if prepared by one Party, but rather according to its fair
meaning as a whole, as if all Parties had prepared it.
Section 13.10 Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
Section 13.11 No Other Representations. THE EXPRESS REPRESENTATIONS OF SELLER
CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ANY OTHER
REPRESENTATION OR WARRANTY WITH RESPECT TO THE PURCHASED ASSETS. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT OR ANY AGREEMENTS ENTERED INTO BETWEEN BUYER AND SELLERS IN CONNECTION
WITH EACH CLOSING, BUYER HEREBY ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING
THE PURCHASED ASSETS AND EACH PORTION THEREOF IN ITS PRESENT "AS IS/WHERE IS"
CONDITION AND WITH ALL DEFECTS AND, NEITHER SELLERS NOR ANY EMPLOYEE OR AGENT OF
SELLERS HAS MADE OR WILL MAKE, EITHER EXPRESSLY OR IMPLIEDLY, ANY
REPRESENTATIONS, GUARANTIES, PROMISES, STATEMENTS, ASSURANCES OR WARRANTIES OF
ANY KIND CONCERNING ANY OF THE FOLLOWING MATTERS (COLLECTIVELY REFERRED TO
HEREIN AS THE "PURCHASED ASSETS CONDITIONS"): (I) THE SUITABILITY OR CONDITION
OF THE PURCHASED ASSETS FOR ANY PURPOSE OR
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ITS FITNESS FOR ANY PARTICULAR USE, INCLUDING BUYER'S INTENDED USE; (II) THE
PROFITABILITY AND/OR FEASIBILITY OF OWNING, DEVELOPING, OPERATING AND/OR
IMPROVING THE PURCHASED ASSETS; (III) THE PHYSICAL CONDITION OF THE PURCHASED
ASSETS, INCLUDING THE CURRENT OR FORMER PRESENCE OR ABSENCE OF ENVIRONMENTAL
HAZARDS OR HAZARDOUS MATERIALS, ASBESTOS, RADON GAS, UNDERGROUND STORAGE TANKS,
ELECTROMAGNETIC FIELDS, OR OTHER SUBSTANCES OR CONDITIONS WHICH MAY AFFECT THE
PURCHASED ASSETS OR ITS CURRENT