POLICIES WITH MINIMUM LIMITS OF
$10 MILLION PER OCCURRENCE AND $15 MILLION IN THE AGGREGATE ON AN ANNUAL BASIS.
(B)
UPON REQUEST, EACH PARTY SHALL PROVIDE CERTIFICATES OF INSURANCE
TO THE OTHER EVIDENCING THE COVERAGE SPECIFIED HEREIN. NEITHER PARTY'S LIABILITY
TO THE OTHER IS IN ANY WAY LIMITED TO THE EXTENT OF ITS INSURANCE COVERAGE.
ARTICLE XV
MISCELLANEOUS
SECTION 15.1
HEADINGS. THE TITLES, HEADINGS OR CAPTIONS AND PARAGRAPHS
IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND DO NOT DEFINE, LIMIT, EXTEND,
EXPLAIN OR DESCRIBE THE SCOPE OR EXTENT OF THIS AGREEMENT OR ANY OF ITS TERMS OR
CONDITIONS AND THEREFORE SHALL NOT BE CONSIDERED IN THE INTERPRETATION,
CONSTRUCTION OR APPLICATION OF THIS AGREEMENT.
SECTION 15.2
SEVERABILITY. IN THE EVENT THAT ANY OF THE PROVISIONS OR
A PORTION OF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL, OR
UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION OR A GOVERNMENTAL AUTHORITY,
SUCH PROVISION OR PORTION OF PROVISION WILL BE CONSTRUED AND ENFORCED AS IF IT
HAD BEEN NARROWLY DRAWN SO AS NOT TO BE INVALID, ILLEGAL, OR UNENFORCEABLE, AND
THE VALIDITY, LEGALITY, AND ENFORCEABILITY OF THE ENFORCEABLE PORTION OF ANY
SUCH PROVISION AND THE REMAINING PROVISIONS WILL NOT BE ADVERSELY AFFECTED
THEREBY.
9
SECTION 15.3
ENTIRE AGREEMENT. THIS AGREEMENT,
TOGETHER WITH THE SCHEDULES AND EXHIBITS HERETO AND THE CONFIDENTIALITY
AGREEMENT, ALL OF WHICH ARE INCORPORATED BY REFERENCE, CONTAINS ALL OF THE TERMS
AGREED TO BY THE PARTIES REGARDING THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY
PRIOR AGREEMENTS (INCLUDING WITHOUT LIMITATION THE ORIGINAL AGREEMENT),
UNDERSTANDINGS, OR ARRANGEMENTS BETWEEN THEM, WHETHER ORAL OR IN WRITING.
SECTION 15.4
AMENDMENTS. THIS AGREEMENT MAY NOT BE
AMENDED, MODIFIED, ALTERED, OR SUPPLEMENTED EXCEPT BY MEANS OF A WRITTEN
AGREEMENT OR OTHER INSTRUMENT EXECUTED BY BOTH OF THE PARTIES HERETO. NO COURSE
OF CONDUCT OR DEALING BETWEEN THE PARTIES WILL ACT AS A MODIFICATION OR WAIVER
OF ANY PROVISIONS OF THIS AGREEMENT.
SECTION 15.5
COUNTERPARTS. THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL
AS AGAINST THE PARTY WHOSE SIGNATURE APPEARS THEREON, BUT ALL OF WHICH TAKEN
TOGETHER WILL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
SECTION 15.6
WAIVER. THE FAILURE OF EITHER PARTY TO
ENFORCE OR TO EXERCISE, AT ANY TIME OR FOR ANY PERIOD OF TIME, ANY TERM OF OR
ANY RIGHT ARISING PURSUANT TO THIS AGREEMENT DOES NOT CONSTITUTE, AND WILL NOT
BE CONSTRUED AS, A WAIVER OF SUCH TERM OR RIGHT, AND WILL IN NO WAY AFFECT THAT
PARTY'S RIGHT LATER TO ENFORCE OR EXERCISE SUCH TERM OR RIGHT.
SECTION 15.7
FORCE MAJEURE.
(A)
IN THE EVENT OF ANY FAILURE OR DELAY IN THE
PERFORMANCE BY A PARTY OF ANY PROVISION OF THIS AGREEMENT DUE TO ACTS BEYOND THE
REASONABLE CONTROL OF SUCH PARTY (SUCH AS, FOR EXAMPLE, FIRE, EXPLOSION, STRIKE
OR OTHER DIFFICULTY WITH WORKMEN, SHORTAGE OF TRANSPORTATION EQUIPMENT,
ACCIDENT, ACT OF GOD, DECLARED OR UNDECLARED WARS, ACTS OF TERRORISM, OR
COMPLIANCE WITH OR OTHER ACTION TAKEN TO CARRY OUT THE INTENT