IN WRITING.
NO CONSENT, WAIVER, OR
EXCUSE BY ANY PARTY, EXPRESS OR IMPLIED, SHALL CONSTITUTE A SUBSEQUENT CONSENT,
WAIVER OR EXCUSE.
18.
ASSIGNMENT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND
SHALL BE BINDING UPON THE RESPECTIVE SUCCESSORS AND ASSIGNS, IF ANY, OF THE
PARTIES IN ITS ENTIRETY. THIS AGREEMENT MAY NOT BE ASSIGNED BY ANY PARTY WITHOUT
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES; PROVIDED, HOWEVER, THAT THIS
AGREEMENT SHALL BE AUTOMATICALLY ASSIGNED IN CONNECTION WITH A MERGER,
REORGANIZATION, CHANGE OF CONTROL, OR SALE OF ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OF A PARTY EXCEPT THAT NOTHING IN THIS SECTION SHALL BE CONSTRUED TO
PERMIT ANY ASSIGNMENT WHICH WOULD BE UNAUTHORIZED OR VOID PURSUANT TO ANY OTHER
PART OF THIS AGREEMENT.
19.
NONDISCLOSURE OBLIGATION.
THE PARTIES WILL, AND WILL CAUSE EACH
OF THEIR AFFILIATES AND REPRESENTATIVES TO, MAINTAIN THE CONFIDENTIALITY OF THIS
AGREEMENT AND WILL NOT, AND WILL CAUSE EACH OF THEIR AFFILIATES NOT TO, ISSUE OR
CAUSE THE PUBLICATION OF ANY PRESS RELEASE OR OTHER PUBLIC ANNOUNCEMENT WITH
RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO; PROVIDED, HOWEVER, THAT A
PARTY MAY, WITHOUT THE PRIOR CONSENT OF THE OTHER PARTIES HERETO, ISSUE OR CAUSE
PUBLICATION OF ANY SUCH PRESS RELEASE OR PUBLIC ANNOUNCEMENT TO THE EXTENT THAT
SUCH PARTY REASONABLY DETERMINES, AFTER CONSULTATION WITH OUTSIDE LEGAL COUNSEL,
SUCH ACTION TO BE REQUIRED BY LAW OR BY THE RULES OF ANY APPLICABLE
SELF-REGULATORY ORGANIZATION, IN WHICH EVENT SUCH PARTY WILL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO ALLOW THE OTHER PARTIES HERETO REASONABLE
TIME TO COMMENT ON SUCH PRESS RELEASE OR PUBLIC ANNOUNCEMENT IN ADVANCE OF ITS
ISSUANCE.
20.
GOVERNING LAW AND DISPUTE RESOLUTION.
ANY CONTROVERSY OR CLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH THEREOF, SHALL BE
GOVERNED, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK WITHOUT APPLICATION OF CONFLICT OF LAWS PRINCIPLES.
THIS
AGREEMENT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON THE
INTERNATIONAL SALE OF GOODS.
ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER DOCUMENT DELIVERED PURSUANT
HERETO, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE NEGOTIATION, VALIDITY OR
PERFORMANCE HEREOF THAT ARE NOT RESOLVED BY MUTUAL AGREEMENT SHALL BE RESOLVED
IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION 11.6 (DISPUTE RESOLUTION)
OF THE MERGER AGREEMENT.
21.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS HELD INVALID,
ILLEGAL OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE
REMAINING PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED.
22.
HEADINGS.
THE HEADINGS OF THE SECTIONS OF THIS AGREEMENT ARE FOR
REFERENCE ONLY AND DO NOT CONTROL THE INTERPRETATION OF ANY TERM OR CONDITION OF
THIS AGREEMENT.
10
23.
REPRESENTATION BY COUNSEL.
EACH OF THE PARTIES HERETO
ACKNOWLEDGES THAT THEY HAVE BEEN REPRESENTED BY INDEPENDENT COUNSEL OF THEIR
CHOICE THROUGHOUT ALL NEGOTIATIONS THAT PRECEDED THE
AGREEMENT, AND THIS
AGREEMENT HAS BEEN EXECUTED WITH