NOT BE LIABLE IN ANY WAY WHATSOEVER FOR ANY ACTION THE BUYER TAKES OR OMITS TO
TAKE IN RELIANCE UPON SUCH POWER AND AUTHORITY.
NO PARTY HEREUNDER SHALL HAVE
ANY CAUSE OF ACTION AGAINST THE BUYER FOR ANY ACTION TAKEN BY THE BUYER IN
RELIANCE UPON THE INSTRUCTIONS OR DECISIONS OF THE SELLER REPRESENTATIVE.
51
10.3
AMENDMENTS AND WAIVERS.
(A)
ANY PROVISION OF THIS AGREEMENT MAY BE AMENDED OR WAIVED IF, AND
ONLY IF, SUCH AMENDMENT OR WAIVER IS IN WRITING AND IS SIGNED, IN THE CASE OF AN
AMENDMENT, BY EACH PARTY TO THIS AGREEMENT, OR IN THE CASE OF A WAIVER, BY THE
PARTY AGAINST WHOM THE WAIVER IS TO BE EFFECTIVE.
(B)
NO FAILURE OR DELAY BY ANY PARTY IN EXERCISING ANY RIGHT OR
PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE THEREOF PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE
EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
10.4
EXPENSES.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES IN CONNECTION WITH
THIS AGREEMENT, THE ANCILLARY AGREEMENTS AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY, INCLUDING ALL LEGAL, ACCOUNTING, FINANCIAL ADVISORY,
CONSULTING AND ALL OTHER FEES AND EXPENSES OF THIRD PARTIES, WHETHER OR NOT THE
TRANSACTION CONTEMPLATED HEREBY IS CONSUMMATED.
10.5
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT MAY NOT BE
ASSIGNED BY ANY PARTY HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTIES; PROVIDED THAT, WITHOUT SUCH CONSENT, THE BUYER MAY TRANSFER OR ASSIGN,
IN WHOLE OR IN PART OR FROM TIME TO TIME, TO ONE OR MORE OF ITS AFFILIATES, THE
RIGHT TO PURCHASE ALL OR A PORTION OF THE SHARES, BUT NO SUCH TRANSFER OR
ASSIGNMENT WILL RELIEVE THE BUYER OF ITS OBLIGATIONS HEREUNDER.
SUBJECT TO THE
FOREGOING, ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE
EXECUTORS, HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
10.6
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA,
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAWS RULES OR
PROVISIONS (WHETHER OF THE STATE OF CALIFORNIA OR ANY OTHER JURISDICTION) THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF CALIFORNIA.
10.7
WAIVER OF JURY TRIAL.
EACH PARTY HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH
PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORM­ANCE AND ENFORCEMENT HEREOF.
10.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS, AND ANY PARTY HERETO MAY EXECUTE ANY SUCH COUNTERPART, EACH OF
WHICH WHEN EXECUTED AND DELIVERED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF
WHICH COUNTERPARTS TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
THIS AGREEMENT