RESPECTIVE LEGAL REPRESENTATIVES,
SUCCESSORS AND PERMITTED ASSIGNS.
10.5
HEADINGS.
SECTION AND SUBSECTION HEADINGS ARE INSERTED FOR
CONVENIENCE OF REFERENCE ONLY AND DO NOT FORM A PART OF THIS AGREEMENT.
10.6
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN TWO
OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL.
10.7
AMENDMENT; WAIVER.
THIS AGREEMENT, INCLUDING THE EXHIBITS ATTACHED
HERETO, MAY BE AMENDED, MODIFIED, SUPERSEDED OR CANCELED, AND ANY OF THE TERMS
MAY BE WAIVED, ONLY BY A WRITTEN INSTRUMENT EXECUTED BY EACH PARTY OR, IN THE
CASE OF WAIVER, BY THE PARTY OR PARTIES WAIVING COMPLIANCE.
THE DELAY OR
FAILURE OF ANY PARTY AT ANY TIME OR TIMES TO REQUIRE PERFORMANCE OF ANY
PROVISIONS SHALL IN NO MANNER AFFECT THE RIGHTS AT A LATER TIME TO ENFORCE THE
SAME.
NO WAIVER BY ANY PARTY OF ANY CONDITION OR OF THE BREACH OF ANY TERM
CONTAINED IN THIS AGREEMENT, WHETHER BY CONDUCT, OR OTHERWISE, IN ANY ONE OR
MORE INSTANCES, SHALL BE DEEMED TO BE, OR CONSIDERED AS, A FURTHER OR CONTINUING
WAIVER OF ANY SUCH CONDITION OR OF THE BREACH OF SUCH TERM OR ANY OTHER TERM OF
THIS AGREEMENT.
10.8
NO AGENCY OR PARTNERSHIP.
NOTHING CONTAINED IN THIS AGREEMENT
SHALL GIVE EITHER PARTY THE RIGHT TO BIND THE OTHER, OR BE DEEMED TO CONSTITUTE
THE PARTIES AS AGENTS FOR THE OTHER OR AS PARTNERS WITH EACH OTHER OR ANY THIRD
PARTY.
10.9
ASSIGNMENT AND SUCCESSORS.
THIS AGREEMENT MAY NOT BE ASSIGNED BY
EITHER PARTY WITHOUT THE WRITTEN CONSENT OF THE OTHER WHICH SHALL NOT BE
UNREASONABLY WITHHELD, EXCEPT THAT EACH PARTY MAY ASSIGN THIS AGREEMENT AND THE
RIGHTS, OBLIGATIONS AND INTERESTS OF SUCH PARTY TO ANY PURCHASER OF ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS OR TO ANY SUCCESSOR CORPORATION RESULTING FROM
ANY MERGER OR CONSOLIDATION OF SUCH PARTY WITH OR INTO SUCH CORPORATION.
10.10
FORCE MAJEURE.
NEITHER ILI NOR ACCESS SHALL BE LIABLE FOR FAILURE
OF OR DELAY IN PERFORMING OBLIGATIONS SET FORTH IN THIS AGREEMENT, AND NEITHER
SHALL BE DEEMED IN BREACH OF ITS OBLIGATIONS, IF SUCH FAILURE OR DELAY IS DUE TO
NATURAL DISASTERS OR ANY CAUSES BEYOND THE REASONABLE CONTROL OF ILI OR ACCESS.
IN EVENT OF SUCH FORCE MAJEURE, THE PARTY AFFECTED THEREBY SHALL USE REASONABLE
EFFORTS TO CURE OR OVERCOME THE SAME AND RESUME PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER.
10.11
INTERPRETATION.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT:
(I) EACH PARTY REVIEWED AND NEGOTIATED THE TERMS AND PROVISIONS OF THIS
AGREEMENT AND HAVE CONTRIBUTED TO ITS REVISION; (II) THE RULE OF CONSTRUCTION TO
THE EFFECT THAT ANY AMBIGUITIES ARE RESOLVED AGAINST THE DRAFTING PARTY SHALL
NOT BE EMPLOYED IN THE INTERPRETATION OF THIS AGREEMENT; AND (III) THE TERMS AND
PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED FAIRLY AS TO ALL PARTIES HERETO
AND NOT IN A
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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