OF HOW LONG SUCH FAILURE CONTINUES, SHALL NOT
CONSTITUTE A WAIVER BY SUCH FIRST PARTY OF ANY OF ITS RIGHTS HEREUNDER.
THE
RIGHTS AND REMEDIES PROVIDED ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS
OR REMEDIES THAT ANY PARTY MAY OTHERWISE HAVE AT LAW OR EQUITY.
SECTION 16.10.
THIRD PARTY BENEFICIARY.
NOTHING IN THIS AGREEMENT WILL
CONFER ANY RIGHTS UPON ANY PERSON THAT IS NOT A PARTY OR A SUCCESSOR OR
PERMITTED ASSIGNEE OF A PARTY TO THIS AGREEMENT.
SECTION 16.11.
NEGOTIATED AGREEMENT.
THIS AGREEMENT HAS BEEN NEGOTIATED
BY THE PARTIES AND THE FACT THAT THE INITIAL AND FINAL DRAFT WILL HAVE BEEN
PREPARED BY EITHER PARTY OR AN INTERMEDIARY WILL NOT GIVE RISE TO ANY
PRESUMPTION FOR OR AGAINST ANY PARTY TO THIS AGREEMENT OR BE USED IN ANY RESPECT
OR FORUM IN THE CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT OR ANY OF ITS
PROVISIONS.
SECTION 16.12.
TAX EXCEPTION TO ANY CONFIDENTIALITY.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH HEREIN OR IN ANY OTHER AGREEMENT TO WHICH THE
PARTIES HERETO ARE PARTIES OR BY WHICH THEY ARE BOUND, ANY OBLIGATIONS OF
CONFIDENTIALITY CONTAINED HEREIN AND THEREIN, AS THEY RELATE TO THE
TRANSACTIONS, SHALL NOT APPLY TO THE FEDERAL TAX STRUCTURE OR FEDERAL TAX
TREATMENT OF THE TRANSACTIONS, AND EACH PARTY HERETO (AND ANY EMPLOYEE,
REPRESENTATIVE, OR AGENT OF ANY PARTY HERETO) MAY DISCLOSE TO ANY AND ALL
PERSONS, WITHOUT LIMITATION OF ANY KIND, THE FEDERAL TAX STRUCTURE AND FEDERAL
TAX TREATMENT OF THE TRANSACTIONS.
THE PRECEDING SENTENCE IS INTENDED TO CAUSE
THE TRANSACTIONS TO BE TREATED AS NOT HAVING BEEN OFFERED UNDER CONDITIONS OF
CONFIDENTIALITY FOR PURPOSES OF SECTION 1.6011-4(B)(3) (OR ANY SUCCESSOR
PROVISION) OF THE TREASURY REGULATIONS PROMULGATED UNDER SECTION 6011 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND SHALL BE CONSTRUED IN A MANNER
CONSISTENT WITH SUCH PURPOSE.
IN ADDITION, EACH PARTY HERETO ACKNOWLEDGES THAT
IT HAS NO PROPRIETARY OR EXCLUSIVE RIGHTS TO THE FEDERAL TAX STRUCTURE OF THE
TRANSACTIONS OR ANY FEDERAL TAX MATTER OR FEDERAL TAX IDEA RELATED TO THE
TRANSACTIONS.
SECTION 16.13.
ERRORS AND OMISSIONS.
IF ANY DELAY, OMISSION, ERROR OR
FAILURE TO PAY AMOUNTS DUE OR TO PERFORM ANY OTHER ACT REQUIRED BY THIS
AGREEMENT IS UNINTENTIONAL AND CAUSED BY MISUNDERSTANDING OR OVERSIGHT, THE
COMPANY AND THE ADMINISTRATOR WILL ADJUST THE SITUATION TO WHAT IT WOULD HAVE
BEEN HAD THE MISUNDERSTANDING OR OVERSIGHT NOT OCCURRED.
THE PARTY FIRST
DISCOVERING SUCH MISUNDERSTANDING OR OVERSIGHT, OR AN ACT RESULTING FROM SUCH
MISUNDERSTANDING OR OVERSIGHT, WILL NOTIFY THE OTHER PARTY IN WRITING PROMPTLY
UPON DISCOVERY THEREOF, AND THE PARTIES SHALL ACT TO CORRECT SUCH
MISUNDERSTANDING OR OVERSIGHT WITHIN TWENTY (20) BUSINESS DAYS OF SUCH OTHER
PARTY'S RECEIPT OF SUCH NOTICE.
HOWEVER, THIS SECTION SHALL NOT BE CONSTRUED AS
A WAIVER BY EITHER PARTY OF ITS RIGHT TO ENFORCE STRICTLY THE TERMS OF THIS
AGREEMENT.
SECTION 16.14.
INTERPRETATION.
WHEREVER THE WORDS "INCLUDE," "INCLUDES"
OR "INCLUDING" ARE USED IN THIS AGREEMENT, THEY SHALL BE DEEMED TO BE FOLLOWED
BY THE WORDS "WITHOUT LIMITATION."
SECTION 16.15.