rights or remedies, may sue in equity for specific performance,
and the parties each expressly waive the defense that a remedy in damages would
be adequate, provided neither party shall be entitled to recover punitive
damages.
10.9
Publicity.
US Buyer and US Seller will promptly announce the
execution of this Agreement pursuant to separate press releases which will have
first been reviewed by the other party.
Each party will consider the comments
of the other but will not be required to incorporate such comments.
56
10.10
INTERPRETATION.
IN THIS AGREEMENT, THE DISCLOSURE SCHEDULE, THE
BUYERS' SCHEDULE AND ANY EXHIBIT OR ANNEX HERETO, OR ANY OTHER DOCUMENT OR
INSTRUMENT TO BE EXECUTED AND DELIVERED AS CONTEMPLATED HEREIN:
(A)
WORDS DENOTING THE SINGULAR INCLUDE THE PLURAL AND VICE VERSA AND
WORDS DENOTING ANY GENDER INCLUDE ALL GENDERS;
(B)
"INCLUDING," "INCLUDES," "INCLUDE" OR WORDS OF SIMILAR IMPORT
SHALL BE DEEMED TO BE ACCOMPANIED BY THE WORDS "WITHOUT LIMITATION;"
(C)
"AFFILIATE" HAS THE MEANING SET FORTH IN RULE 12B-2 OF THE GENERAL
RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED;
(D)
"BUSINESS DAY" MEANS ANY DAY OTHER THAN A SATURDAY, SUNDAY, OR A
DAY THAT BANKS ARE REQUIRED OR PERMITTED TO CLOSE IN NEW YORK, NEW YORK;
(E)
"PERSON" MEANS AN INDIVIDUAL, PARTNERSHIP, JOINT VENTURE,
CORPORATION, LIMITED LIABILITY COMPANY, TRUST, UNINCORPORATED ORGANIZATION,
GOVERNMENT, GOVERNMENTAL ENTITY OR OTHER ENTITY;
(F)
THE USE OF HEADINGS IS FOR CONVENIENCE OF REFERENCE ONLY AND
SHALL NOT AFFECT THE MEANING OR INTERPRETATION OF THIS AGREEMENT;
(G)
WHEN CALCULATING THE PERIOD OF TIME WITHIN WHICH OR FOLLOWING
WHICH ANY ACT IS TO BE DONE OR STEP TAKEN, THE DATE THAT IS THE REFERENCE DAY IN
CALCULATING SUCH PERIOD SHALL BE EXCLUDED AND, IF THE LAST DAY OF SUCH PERIOD IS
NOT A BUSINESS DAY, THE PERIOD SHALL END ON THE NEXT DAY THAT IS A BUSINESS DAY;
(H)
ALL DOLLAR AMOUNTS ARE EXPRESSED IN UNITED STATES FUNDS, AND ALL
AMOUNTS PAYABLE HEREUNDER SHALL BE PAID IN UNITED STATES FUNDS;
(I)
THE WORDS "HEREOF," "HEREBY," "HEREIN," "HEREUNDER" AND SIMILAR
TERMS IN THIS AGREEMENT REFER TO THIS AGREEMENT AS A WHOLE AND NOT ONLY TO A
PARTICULAR SECTION IN WHICH SUCH WORDS APPEAR; AND
(J)
ALL REFERENCES TO STATUTES OR REGULATIONS ARE DEEMED TO REFER TO
SUCH STATUTES AND REGULATIONS AS AMENDED FROM TIME TO TIME OR AS SUPERSEDED BY
COMPARABLE SUCCESSOR PROVISIONS.
10.11
THIRD PARTY BENEFICIARIES.
EXCEPT AS EXPRESSLY PROVIDED IN
SECTION 8.2 AND SECTION 8.3 (IT BEING UNDERSTOOD THAT NO DISTRIBUTOR, CUSTOMER,
SUPPLIER OR END-USER OF BUYERS, THEIR AFFILIATES OR THE BUSINESS SHALL HAVE ANY
RIGHTS OR REMEDIES UNDER THIS AGREEMENT) THIS AGREEMENT SHALL INURE EXCLUSIVELY
TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS, AND NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, IS INTENDED TO CONFER UPON ANY PERSON (INCLUDING, ANY BUSINESS EMPLOYEE
OR TSA EMPLOYEE OR ANY OTHER EMPLOYEE, DIRECTOR OR CONSULTANT UNDER ARTICLE 6)
OTHER THAN THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS