OF IG,
SUCH AMENDMENT MUST BE APPROVED BY A MAJORITY OF THE MEMBERS OF IG'S BOARD OF
DIRECTORS WHO ARE NOT SELECTED BY OR AFFILIATED WITH ACCESS.
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
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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.
9.8.
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.
9.9.
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 TO WHICH THIS AGREEMENT
RELATES OR TO ANY SUCCESSOR CORPORATION RESULTING FROM ANY MERGER OR
CONSOLIDATION OF SUCH PARTY WITH OR INTO SUCH CORPORATION.
9.10.
FORCE MAJEURE.
NEITHER IG 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 IG 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.
9.11.
INTERPRETATION.
THE PARTIES HERETO ACKNOWLEDGE AND
AGREE THAT: (I) EACH PARTY AND ITS COUNSEL 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 FAVOR OF OR AGAINST ANY PARTY, REGARDLESS
OF WHICH PARTY WAS GENERALLY RESPONSIBLE FOR THE PREPARATION OF THIS AGREEMENT.
9.12.
INTEGRATION; SEVERABILITY.
THIS AGREEMENT,
TOGETHER WITH THE LICENSE AGREEMENT, IS THE SOLE AGREEMENT WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL OTHER AGREEMENTS AND UNDERSTANDINGS
BETWEEN THE PARTIES WITH RESPECT TO SAME.
THE PROVISIONS OF THIS AGREEMENT
SHALL BE INTERPRETED, IF POSSIBLE, SO AS TO BE VALID, LEGAL AND ENFORCEABLE.
IN
THE EVENT THAT ANY PROVISION OF THIS AGREEMENT CONFLICTS WITH THE LAW UNDER
WHICH THIS AGREEMENT IS TO BE CONSTRUED OR IS OTHERWISE