BECOMES AVAILABLE TO THE PUBLIC OTHER THAN
AS A RESULT OF DISCLOSURE BY SUCH PARTY OR ITS AGENTS OR (C) IS REQUIRED TO BE
DISCLOSED UNDER APPLICABLE LAW, JUDICIAL PROCESS OR RULE OF ANY NATIONAL
SECURITIES EXCHANGE OR QUOTATION SERVICE.
38
11.6
PUBLIC ANNOUNCEMENTS.
ALL PUBLIC ANNOUNCEMENTS OR STATEMENTS WITH
RESPECT TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE
ACTIVITIES AND OPERATIONS OF THE OTHER PARTY SHALL BE JOINTLY APPROVED BY SELLER
AND PURCHASER; PROVIDED, HOWEVER, THAT IF THE PARTIES ARE UNABLE TO AGREE ON A
PUBLIC STATEMENT OR ANNOUNCEMENT AND SELLER OR PURCHASER DETERMINES, AFTER
CONSULTATION WITH COUNSEL, THAT SUCH STATEMENT OR ANNOUNCEMENT IS REQUIRED BY
APPLICABLE LEGAL REQUIREMENT OR BY OBLIGATIONS OF THE PARTIES OR THEIR
AFFILIATES PURSUANT TO ANY LISTING AGREEMENT WITH OR RULES OF ANY NATIONAL
SECURITIES EXCHANGE OR QUOTATION SERVICE, THEN SELLER OR PURCHASER, AS THE CASE
MAY BE, MAY ISSUE SUCH STATEMENT OR ANNOUNCEMENT.
11.7
BINDING EFFECT; ASSIGNMENT.
NO PARTY SHALL ASSIGN ANY OF ITS
RIGHTS, OR DELEGATE ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO ANY THIRD
PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES; PROVIDED, HOWEVER,
THAT PURCHASER MAY ASSIGN THIS AGREEMENT TO ONE OR MORE AFFILIATES OF PURCHASER
WITHOUT THE CONSENT OF ANY PARTY SO LONG AS PURCHASER REMAINS FULLY AND
PRIMARILY LIABLE UNDER THIS AGREEMENT.
THIS AGREEMENT IS BINDING UPON, AND
SHALL INURE SOLELY TO THE BENEFIT OF, THE PARTIES HERETO AND THEIR RESPECTIVE
HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS. THIS
AGREEMENT IS NOT INTENDED TO BENEFIT, AND SHALL NOT BE CONSTRUED AS BENEFITING,
ANY THIRD PARTY, AND NO THIRD PARTY SHALL HAVE STANDING TO ENFORCE ANY PROVISION
OF THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO
TRANSFERRED EMPLOYEE SHALL HAVE ANY CLAIM AGAINST PURCHASER PURSUANT TO THIS
AGREEMENT EXCEPT PURSUANT TO A SEPARATE WRITTEN OFFER OF EMPLOYMENT DELIVERED
DIRECTLY BY PURCHASER TO SUCH INDIVIDUAL TRANSFERRED EMPLOYEE.
11.8
MODIFICATION.
NO PURPORTED MODIFICATION, AMENDMENT OR WAIVER OF
ANY TERM OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IT IS IN WRITING,
SUBSEQUENT TO THIS AGREEMENT AND SIGNED BY ALL PARTIES HERETO.
11.9
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
FACSIMILE COPIES SHALL
ALSO BE DEEMED ORIGINALS.
11.10
SEVERABILITY.
PURCHASER AND SELLER AGREE THAT THE PROVISIONS OF
THIS AGREEMENT ARE SEVERABLE AND SEPARATE AND THAT THE UNENFORCEABILITY OF ANY
SPECIFIC PROVISION OR PART OF ANY PROVISION SHALL NOT AFFECT THE VALIDITY OF ANY
OTHER PROVISION OR TERM OF THIS AGREEMENT.
11.11
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE ANCILLARY
AGREEMENTS AND THE INSTRUMENTS DELIVERED HEREUNDER AND THEREUNDER, CONSTITUTES
THE ENTIRE AGREEMENT OF PURCHASER AND SELLER WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SUPERSEDES ANY AND ALL PRIOR AND CONTEMPORANEOUS UNDERSTANDINGS OR
AGREEMENTS, WHETHER ORAL OR WRITTEN, CONCERNING SUCH SUBJECT MATTER, INCLUDING
THAT CERTAIN LETTER AGREEMENT BETWEEN PURCHASER AND SELLER DATED NOVEMBER 3,
2006.
EACH PARTY ACKNOWLEDGES THAT IT ENTERS