THE PARTIES, SHALL BIND AND INURE TO THE
BENEFIT OF THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE PARTIES WHETHER SO
EXPRESSED OR NOT, EXCEPT THAT NEITHER THIS AGREEMENT NOR ANY OF THE COVENANTS
AND AGREEMENTS SET FORTH IN THIS AGREEMENT OR RIGHTS, INTERESTS, OR OBLIGATIONS
PURSUANT TO THIS AGREEMENT MAY BE ASSIGNED OR DELEGATED BY ANY SELLER PARTY
WITHOUT THE PRIOR WRITTEN CONSENT OF THE PURCHASER, WHICH MAY BE WITHHELD IN ITS
SOLE DISCRETION, AND NEITHER THIS AGREEMENT NOR ANY OF THE COVENANTS AND
AGREEMENTS SET FORTH IN THIS AGREEMENT OR RIGHTS, INTERESTS, OR OBLIGATIONS
PURSUANT TO THIS AGREEMENT MAY BE ASSIGNED OR DELEGATED BY PURCHASER WITHOUT THE
PRIOR WRITTEN CONSENT OF HANCOCK.
IN ADDITION, AND WHETHER OR NOT ANY EXPRESS
ASSIGNMENT HAS BEEN MADE, THE PROVISIONS OF THIS AGREEMENT THAT ARE FOR
PURCHASER'S BENEFIT AS A PURCHASER OR HOLDER OF ANY EQUITY INTERESTS IN HOLDINGS
ARE ALSO FOR THE BENEFIT OF, AND ENFORCEABLE BY, ANY TRANSFEREE OF SUCH EQUITY
INTERESTS AFTER THE CLOSING.
NOTWITHSTANDING THE FOREGOING, FOLLOWING THE
CLOSING, PURCHASER AND ACQUISITION SUB MAY ASSIGN THEIR RESPECTIVE RIGHTS
PURSUANT TO THIS AGREEMENT, INCLUDING THEIR RESPECTIVE RIGHTS TO
INDEMNIFICATION, TO ANY LENDER AS COLLATERAL SECURITY.
10.9
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
SHALL BE INTERPRETED IN SUCH A MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD, IN WHOLE OR IN
PART, TO BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, THE REMAINDER OF SUCH
PROVISION AND THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT, WITH THE
OFFENSIVE TERM OR CONDITION BEING STRICKEN TO THE EXTENT NECESSARY TO COMPLY
WITH ANY CONFLICTING LAW.
10.10
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, ANY ONE OF WHICH NEED NOT CONTAIN THE SIGNATURES OF MORE THAN ONE
PARTY, BUT ALL SUCH COUNTERPARTS TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE
SAME AGREEMENT.
THIS AGREEMENT SHALL BECOME A BINDING AGREEMENT ONLY WHEN EACH
PARTY SHALL HAVE EXECUTED ONE COUNTERPART AND DELIVERED IT TO THE OTHER PARTIES.
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10.11
INTERPRETATION.
ALL DEFINITIONS IN THIS AGREEMENT SHALL APPLY
EQUALLY TO BOTH THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHEREVER
THE CONTEXT MAY REQUIRE, ANY PRONOUN USED IN THIS AGREEMENT SHALL INCLUDE THE
CORRESPONDING MASCULINE, FEMININE AND NEUTER FORMS.
AS USED IN THIS AGREEMENT,
THE WORDS "INCLUDE," "INCLUDES," AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED
BY THE PHRASE "BUT NOT LIMITED TO."
AS USED IN THIS AGREEMENT, THE TERMS
"HEREIN," "HEREOF," AND "HEREUNDER" SHALL REFER TO THIS AGREEMENT IN ITS
ENTIRETY.
ANY REFERENCES IN THIS AGREEMENT TO "SECTIONS" OR "ARTICLES" SHALL,
UNLESS OTHERWISE SPECIFIED, REFER TO SECTIONS OR ARTICLES, RESPECTIVELY, OF THIS
AGREEMENT.
THE SCHEDULES AND EXHIBITS REFERRED TO IN THIS AGREEMENT SHALL BE
CONSTRUED WITH AND AS AN INTEGRAL PART OF THIS AGREEMENT, TO THE SAME EXTENT AS
IF SET FORTH VERBATIM IN THIS AGREEMENT.
THE DESCRIPTIVE HEADINGS OF THIS
AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND DO NOT CONSTITUTE A SUBSTANTIVE
PART OF THIS AGREEMENT.