OF THE PROVISIONS
HEREOF. THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT, WHEN USED IN THIS AGREEMENT, REFER TO THIS AGREEMENT AS A WHOLE AND NOT
TO ANY PARTICULAR PROVISION OF THIS AGREEMENT. ALL REFERENCES HEREIN TO ARTICLES
AND SECTIONS SHALL, UNLESS THE CONTEXT REQUIRES A DIFFERENT CONSTRUCTION, BE
DEEMED TO BE REFERENCES TO THE ARTICLES AND SECTIONS OF THIS AGREEMENT,
RESPECTIVELY. ALL PERSONAL PRONOUNS USED IN THIS AGREEMENT, WHETHER USED IN THE
MASCULINE, FEMININE OR NEUTER GENDER, SHALL INCLUDE ALL OTHER GENDERS, AND THE
SINGULAR SHALL INCLUDE THE PLURAL AND VICE VERSA. THE USE HEREIN OF THE WORD
"INCLUDING" FOLLOWING ANY GENERAL STATEMENT, TERM OR MATTER SHALL NOT BE
CONSTRUED TO LIMIT SUCH STATEMENT, TERM OR MATTER TO THE SPECIFIC ITEMS OR
MATTERS SET FORTH IMMEDIATELY FOLLOWING SUCH WORD OR TO SIMILAR ITEMS OR
MATTERS, BUT RATHER SHALL BE DEEMED TO REFER TO ALL OTHER ITEMS OR MATTERS THAT
COULD REASONABLY FALL WITHIN THE BROADEST POSSIBLE SCOPE OF SUCH GENERAL
STATEMENT, TERM OR MATTER, AND WHENEVER THE WORDS "INCLUDE", "INCLUDES" OR
"INCLUDING" ARE USED IN THIS AGREEMENT, THEY SHALL BE DEEMED TO BE FOLLOWED BY
THE WORDS "WITHOUT LIMITATION".
SECTION 7.04.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 7.05.
NO THIRD PARTY RIGHTS.
THE PROVISIONS OF THIS AGREEMENT ARE
INTENDED TO BIND THE PARTIES AS TO EACH OTHER AND ARE NOT INTENDED TO AND DO NOT
CREATE RIGHTS IN ANY OTHER PERSON OR CONFER UPON ANY OTHER PERSON ANY BENEFITS,
RIGHTS OR REMEDIES AND NO PERSON IS OR IS INTENDED TO BE A THIRD PARTY
BENEFICIARY OF ANY OF THE PROVISIONS OF THIS AGREEMENT.
12
SECTION 7.06.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT, AND
SHALL BECOME EFFECTIVE WHEN ONE OR MORE SUCH COUNTERPARTS HAVE BEEN SIGNED BY
EACH OF THE PARTIES AND DELIVERED TO THE OTHER PARTIES.
SECTION 7.07.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.
SECTION 7.08.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT (OR ANY PORTION
THEREOF) OR THE APPLICATION OF ANY SUCH PROVISION (OR ANY PORTION THEREOF) TO
ANY PERSON OR CIRCUMSTANCE SHALL BE HELD INVALID, ILLEGAL OR UNENFORCEABLE IN
ANY RESPECT BY A COURT OF COMPETENT JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION HEREOF (OR THE REMAINING
PORTION THEREOF) OR THE APPLICATION OF SUCH PROVISION TO ANY OTHER PERSONS OR
CIRCUMSTANCES.
SECTION 7.09.
DEED; BILL OF SALE; ASSIGNMENT.
TO THE EXTENT REQUIRED AND
PERMITTED BY APPLICABLE LAW, THIS AGREEMENT SHALL ALSO CONSTITUTE A "DEED,"
"BILL OF SALE" OR "ASSIGNMENT" OF THE INTERESTS.
SECTION 7.10.
AMENDMENT OR MODIFICATION.
THIS AGREEMENT MAY BE AMENDED OR
MODIFIED FROM TIME