THEIR RESPECTIVE SUCCESSORS AND ASSIGNEES. ANY
AGREEMENT ON THE PART OF A PARTY HERETO TO ANY SUCH EXTENSION OR WAIVER SHALL BE
VALID ONLY IF SET FORTH IN AN INSTRUMENT IN WRITING.
WITHOUT LIMITING THE
GENERALITY OR EFFECT OF THE PRECEDING SENTENCE, NO DELAY IN EXERCISING ANY RIGHT
UNDER THIS AGREEMENT SHALL CONSTITUTE A WAIVER OF SUCH RIGHT, AND NO WAIVER OF
ANY BREACH OR DEFAULT SHALL BE DEEMED A WAIVER OF ANY OTHER BREACH OR DEFAULT OF
THE SAME OR ANY OTHER PROVISION IN THIS AGREEMENT.
10.7.
ASSIGNMENT.
NEITHER THIS AGREEMENT NOR ANY OF THE
RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT MAY BE ASSIGNED OR
DELEGATED, IN WHOLE OR IN PART, BY OPERATION OF LAW OR OTHERWISE BY ANY OF THE
PARTIES HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO,
AND ANY SUCH ASSIGNMENT WITHOUT SUCH PRIOR WRITTEN CONSENT SHALL BE NULL AND
VOID, EXCEPT THAT PURCHASER MAY ASSIGN THIS AGREEMENT TO ANY OF PURCHASER'S
AFFILIATES WITHOUT THE PRIOR CONSENT OF THE SELLERS OR THE COMPANY; PROVIDED,
HOWEVER, THAT PURCHASER SHALL REMAIN LIABLE FOR ALL OF ITS OBLIGATIONS UNDER
THIS AGREEMENT.
SUBJECT TO THE PRECEDING SENTENCE, THIS AGREEMENT SHALL BE
BINDING UPON, INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE PARTIES HERETO
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
10.8.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF
THIS AGREEMENT, OR THE APPLICATION THEREOF, BECOMES OR IS DECLARED BY A COURT OF
COMPETENT JURISDICTION TO BE ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF
THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT AND SHALL BE INTERPRETED
SO AS REASONABLY TO EFFECT THE INTENT OF THE PARTIES HERETO.
THE PARTIES HERETO
SHALL USE ALL REASONABLE EFFORTS TO REPLACE SUCH VOID OR UNENFORCEABLE PROVISION
OF THIS AGREEMENT WITH A VALID AND ENFORCEABLE PROVISION THAT SHALL ACHIEVE, TO
THE EXTENT POSSIBLE, THE ECONOMIC, BUSINESS AND OTHER PURPOSES OF SUCH VOID OR
UNENFORCEABLE PROVISION.
10.9.
REMEDIES CUMULATIVE.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, ANY AND ALL REMEDIES HEREIN EXPRESSLY CONFERRED UPON A PARTY HERETO
SHALL BE DEEMED CUMULATIVE WITH AND NOT EXCLUSIVE OF ANY OTHER REMEDY CONFERRED
HEREBY, OR BY LAW OR EQUITY UPON SUCH PARTY, AND THE EXERCISE BY A PARTY HERETO
OF ANY ONE REMEDY SHALL NOT PRECLUDE THE EXERCISE OF ANY OTHER REMEDY AND
NOTHING IN THIS AGREEMENT SHALL BE DEEMED A WAIVER BY ANY PARTY OF ANY RIGHT TO
SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF.
10.10.
GOVERNING LAW; ARBITRATION; JURISDICTION.
10.10.1.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO SUCH STATE'S
PRINCIPLES OF CONFLICTS OF LAW, PROVIDED, HOWEVER, THAT ANY MATTER INVOLVING THE
INTERNAL CORPORATE AFFAIRS OF THE ANY PARTY HERETO SHALL BE GOVERNED BY THE
PROVISIONS OF THE JURISDICTIONS OF ITS INCORPORATION.
10.10.2.
ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE BREACH OR TERMINATION THEREOF,
SHALL BE SETTLED BY ARBITRATION BY A SINGLE ARBITRATOR ADMINISTERED BY THE
AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH