AND PERMITTED ASSIGNS, BUT EXCEPT AS HEREINAFTER
PROVIDED IN THIS SECTION 9.7, NOTHING IN THIS AGREEMENT IS TO BE CONSTRUED AS AN
AUTHORIZATION OR RIGHT OF ANY PARTY TO ASSIGN ITS RIGHTS OR DELEGATE ITS DUTIES
UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES
HERETO. NOTWITHSTANDING THE FOREGOING, THE PURCHASER, IN ITS SOLE DISCRETION,
MAY ASSIGN ITS RIGHTS IN AND/OR DELEGATE ITS DUTIES UNDER THIS AGREEMENT TO AN
AFFILIATE OF THE PURCHASER. IN THE EVENT OF SUCH AN ASSIGNMENT OF RIGHTS AND/OR
DELEGATION OF DUTIES, ALL REFERENCES TO THE PURCHASER OR THE SELLER, AS
APPLICABLE TO THE ASSIGNMENT IN THIS AGREEMENT SHALL ALSO BE DEEMED TO BE
REFERENCES TO THE PERSON TO WHICH THIS AGREEMENT IS ASSIGNED; PROVIDED THAT NO
SUCH ASSIGNMENT AND/OR DELEGATION SHALL RELIEVE THE ASSIGNOR OF ANY OF ITS
DUTIES OR OBLIGATIONS HEREUNDER.
9.8.
FEES AND EXPENSES. EACH PARTY HERETO SHALL PAY THEIR OWN FEES AND
EXPENSES INCURRED IN CONNECTION WITH NEGOTIATING AND PREPARING THIS AGREEMENT
AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING BUT NOT LIMITED
TO FEES AND DISBURSEMENTS OF THEIR RESPECTIVE ATTORNEYS, ACCOUNTANTS AND
INVESTMENT BANKERS, EXCEPT WITH RESPECT TO SUCH POST-CLOSING DATE ACCOUNTING AND
AUDITING FEES AS REFERENCED ELSEWHERE IN THIS AGREEMENT. IF THE TRANSACTION IS
CONSUMMATED, ALL FEES AND EXPENSES, INCLUDING LEGAL, ACCOUNTING, INVESTMENT
BANKING, BROKER'S AND FINDER'S FEES AND EXPENSES INCURRED BY THE SELLER IN
CONNECTION WITH THIS TRANSACTION SHALL BE DEEMED EXPENSES OF THE SELLER AND
SHALL BE BORNE BY THE SELLER.
9.9.
GOVERNING LAW AND JURISDICTION. THIS AGREEMENT, INCLUDING THE
ANCILLARY DOCUMENTS TO BE EXECUTED AND/OR DELIVERED BY THE PARTIES PURSUANT
HERETO, SHALL BE CONSTRUED, GOVERNED BY AND ENFORCED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF COMITY OR CONFLICTS OF LAWS THEREOF.
9.10.
COUNTERPARTS AND FACSIMILE SIGNATURE. THIS AGREEMENT MAY BE EXECUTED
IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL
OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT. THE COUNTERPARTS
OF THIS AGREEMENT AND ALL ANCILLARY DOCUMENTS MAY BE EXECUTED AND DELIVERED BY
FACSIMILE SIGNATURE BY ANY OF THE PARTIES TO ANY OTHER PARTY AND THE RECEIVING
PARTY MAY RELY ON THE RECEIPT OF SUCH DOCUMENT SO EXECUTED AND DELIVERED BY
FACSIMILE AS IF THE ORIGINAL HAD BEEN RECEIVED.
9.11.
HEADINGS. THE HEADINGS OF THE ARTICLES, SECTIONS AND SUBSECTIONS OF
THIS AGREEMENT ARE INTENDED FOR THE CONVENIENCE OF THE PARTIES ONLY AND SHALL IN
NO WAY BE HELD TO EXPLAIN, MODIFY, CONSTRUE, LIMIT, AMPLIFY OR AID IN THE
INTERPRETATION OF THE PROVISIONS HEREOF. THE TERMS "THIS AGREEMENT," "HEREOF,"
"HEREIN," "HEREUNDER," "HERETO" AND SIMILAR EXPRESSIONS REFER TO THIS AGREEMENT
AS A WHOLE AND NOT TO ANY PARTICULAR ARTICLE, SECTION, SUBSECTION OR OTHER
PORTION HEREOF AND INCLUDE THE SCHEDULES AND EXHIBITS HERETO AND ANY DOCUMENT,
INSTRUMENT OR AGREEMENT EXECUTED AND/OR DELIVERED BY THE PARTIES PURSUANT
HERETO.
9.12.
NUMBER AND GENDER. UNLESS THE CONTEXT OTHERWISE REQUIRES, WORDS
IMPORTING THE SINGULAR NUMBER SHALL INCLUDE THE PLURAL AND VICE VERSA AND