WITH THE WRITTEN
CONSENT OF THE PARTIES HERETO.
NO WAIVER OF ANY RIGHT HEREUNDER SHALL BE
EFFECTIVE UNLESS SUCH WAIVER IS SIGNED IN WRITING BY THE PARTY HERETO AGAINST
WHOM SUCH WAIVER IS SOUGHT TO BE ENFORCED.
(B)
NO FAILURE OR DELAY BY EITHER PARTY HERETO IN EXERCISING ANY
RIGHT, POWER 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.
THE RIGHTS AND
REMEDIES HEREIN PROVIDED SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR
REMEDIES PROVIDED BY LAW.
Section 7.14
Interpretation.
(A)
EXCEPT AS OTHERWISE PROVIDED OR UNLESS THE CONTEXT OTHERWISE
REQUIRES, WHENEVER USED IN THIS AGREEMENT, (I) ANY NOUN OR PRONOUN SHALL BE
DEEMED TO INCLUDE THE PLURAL AND THE SINGULAR, (II) THE USE OF MASCULINE
PRONOUNS SHALL INCLUDE THE FEMININE AND NEUTER, (III) THE TERMS "INCLUDE" AND
"INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION",
(IV) THE WORD "OR" SHALL BE INCLUSIVE AND NOT EXCLUSIVE, (V) ALL REFERENCES TO
SECTIONS REFER TO THE SECTIONS OF THIS AGREEMENT, ALL REFERENCES TO SCHEDULE
REFER TO THE SCHEDULE ATTACHED HERETO OR DELIVERED WITH THIS AGREEMENT, AS
APPROPRIATE, AND ALL REFERENCES TO EXHIBITS REFER TO THE EXHIBITS ATTACHED TO
THIS AGREEMENT, EACH OF WHICH IS MADE A PART OF THIS AGREEMENT FOR ALL PURPOSES,
AND (VI) EACH REFERENCE TO "HEREIN" MEANS A REFERENCE TO "IN THIS AGREEMENT".
(B)
THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED ACCORDING TO
THEIR FAIR MEANING AND NEITHER FOR NOR AGAINST ANY PARTY HERETO IRRESPECTIVE OF
WHICH PARTY HERETO CAUSED SUCH PROVISIONS TO BE DRAFTED.
EACH OF THE PARTIES
HERETO ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY AN ATTORNEY IN CONNECTION
WITH THE PREPARATION AND EXECUTION OF THIS AGREEMENT.
(C)
UNLESS EXPRESSLY PROVIDED OTHERWISE, THE MEASURE OF A PERIOD OF
ONE MONTH OR ONE YEAR FOR PURPOSES OF THIS AGREEMENT SHALL BE THAT DATE OF THE
FOLLOWING MONTH OR YEAR CORRESPONDING TO THE STARTING DATE, PROVIDED, HOWEVER,
THAT, IF NO CORRESPONDING DATE EXISTS, THE MEASURE SHALL BE THAT DATE OF THE
FOLLOWING MONTH OR YEAR CORRESPONDING TO THE NEXT DAY FOLLOWING THE STARTING
DATE.
FOR EXAMPLE, ONE MONTH FOLLOWING FEBRUARY 18TH IS MARCH 18TH, AND ONE
MONTH FOLLOWING MARCH 31 IS MAY 1.
Section 7.15
Expenses.
Each of the parties hereto shall pay all of their own fees and expenses incurred
in connection with the negotiation of and entering into, this Agreement and the
other Transaction Documents, and the consummation of the transactions
contemplated hereby and thereby; provided, however, that Vertex shall reimburse
or pay, promptly upon request from the Purchaser, fifty percent (50%) of the
reasonable and documented fees and expenses of the Purchaser, including
reasonable and documented legal fees and expenses, incurred on behalf of the
Purchaser in connection with the structuring, negotiation and entry into this
Agreement and the other Transaction Documents and the consummation of the
transactions contemplated hereby and thereby up