OF THE OTHER PARTIES.
NOTHING EXPRESSED OR REFERRED
TO IN THIS AGREEMENT WILL BE CONSTRUED TO GIVE ANY PERSON OTHER THAN THE PARTIES
TO THIS AGREEMENT ANY RIGHT, REMEDY OR CLAIM UNDER OR WITH RESPECT TO THIS
AGREEMENT OR ANY PROVISION OF THIS AGREEMENT AND A PERSON WHO IS NOT A PARTY TO
THIS AGREEMENT SHALL HAVE NO RIGHT UNDER THE CONTRACTS (RIGHTS OF THIRD PARTIES)
ACT 1999 TO ENFORCE ANY OF ITS TERMS.
THIS AGREEMENT AND ALL OF ITS PROVISIONS
AND CONDITIONS ARE FOR THE SOLE AND EXCLUSIVE BENEFIT OF THE PARTIES TO THIS
AGREEMENT AND THEIR SUCCESSORS AND PERMITTED ASSIGNS.
8.8
SEVERABILITY.
THIS AGREEMENT SHALL BE DEEMED SEVERABLE, AND THE
INVALIDITY OR UNENFORCEABILITY OF ANY TERM OR PROVISION HEREOF SHALL NOT AFFECT
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR OF ANY OTHER TERM OR
PROVISION HEREOF.
FURTHERMORE, IN LIEU OF ANY SUCH INVALID OR UNENFORCEABLE
TERM OR PROVISION, THE PARTIES HERETO INTEND THAT THERE SHALL BE ADDED AS A PART
OF THIS AGREEMENT A PROVISION AS SIMILAR IN TERMS TO SUCH INVALID OR
UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND BE VALID AND ENFORCEABLE.
8.9
WAIVERS AND AMENDMENTS.
NO MODIFICATION OR VARIATION OF OR AMENDMENT
TO THIS AGREEMENT SHALL BE VALID UNLESS IN WRITING SIGNED BY THE PARTIES HERETO
REFERRING SPECIFICALLY TO THIS AGREEMENT AND STATING THE PARTIES' INTENTION TO
MODIFY OR AMEND THE SAME.
ANY WAIVER OF ANY TERM OR CONDITION OF THIS AGREEMENT
MUST BE IN WRITING SIGNED BY THE PARTY SOUGHT TO BE CHARGED WITH SUCH WAIVER
REFERRING SPECIFICALLY TO THE TERM OR CONDITION TO BE WAIVED, AND NO SUCH WAIVER
SHALL BE DEEMED TO CONSTITUTE THE WAIVER OF ANY OTHER BREACH OF THE SAME OR OF
ANY OTHER TERM OR CONDITION OF THIS AGREEMENT.
8.10
EXCLUSION OF LIMITATION OF FRAUD.
NOTHING IN THIS AGREEMENT SHALL
OPERATE TO LIMIT THE LIABILITY OF A PARTY (OR THE REMEDIES AVAILABLE TO THE
OTHER PARTY) IN RESPECT OF A FRAUDULENT ACT OR FRAUDULENT MISREPRESENTATION BY
SUCH PARTY.
8.11
NO RESCISSION.
THIS AGREEMENT MAY NOT BE RESCINDED AFTER CLOSING.
8.12
PARTIES' INQUIRY
(A)
THE PURCHASER ACKNOWLEDGES THAT (X) IT AND ITS ADVISORS HAVE BEEN
GIVEN ACCESS TO AND HAVE REVIEWED TO THEIR ENTIRE SATISFACTION THE DATA
ROOM DOCUMENTATION, (Y) IT HAS BEEN AFFORDED THE OPPORTUNITY TO DISCUSS THE DATA
ROOM DOCUMENTATION WITH SENIOR MANAGEMENT OF THE COMPANY, AND (Z) HAS TAKEN ITS
REVIEW AND ANALYSIS OF THE DATA ROOM DOCUMENTATION INTO ACCOUNT IN THE TERMS OF
ITS OFFER TO ACQUIRE THE SHARES TO BE ACQUIRED BY IT PURSUANT TO THE AGREEMENT.
(B)
THE PURCHASER FURTHER ACKNOWLEDGES THAT THE SELLER WARRANTIES SET
FORTH IN THIS AGREEMENT SUPERSEDE ANY AND ALL EARLIER REPRESENTATIONS,
WARRANTIES OR STATEMENTS MADE BY ANY DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
REPRESENTATIVES OR ADVISORS OF THE SELLER OR ITS AFFILIATES (COLLECTIVELY, THE
"SELLER'S REPRESENTATIVES") REGARDING THE COMPANY OR ANY OTHER MATTER REFERENCED
IN THE AGREEMENT, AND THAT THE SELLER AND THE SELLER'S REPRESENTATIVES SHALL
HAVE NO LIABILITY IN RESPECT OF ANY SUCH EARLIER REPRESENTATIONS, WARRANTIES OR
STATEMENTS.
EXCEPT