PARTY HERETO OF A BREACH OF ANY PROVISION OF THIS AGREEMENT
SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH.
SECTION 10.09
ENTIRE AGREEMENT.
THIS AGREEMENT, THE AGREEMENTS
CONTEMPLATED HEREIN AND IN THE SCHEDULES AND EXHIBITS HERETO, AND IN THE
AGREEMENTS AND DOCUMENTS EXECUTED AT THE CLOSING IN CONNECTION HEREWITH AND
THEREWITH, TOGETHER WITH THE CONFIDENTIALITY AGREEMENT, CONSTITUTE THE ENTIRE
AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL AND WRITTEN,
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF.
NO
REPRESENTATION, WARRANTY, PROMISE, INDUCEMENT OR STATEMENT OF INTENTION HAS BEEN
MADE BY ANY PARTY THAT IS NOT EXPRESSLY EMBODIED IN THIS AGREEMENT OR SUCH OTHER
DOCUMENTS, AND NONE OF THE PARTIES SHALL BE BOUND BY, OR BE LIABLE FOR, ANY
ALLEGED REPRESENTATION, WARRANTY, PROMISE, INDUCEMENT OR STATEMENT OF INTENTION
NOT EMBODIED HEREIN OR THEREIN.
SECTION 10.10
APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAW THEREOF.
SECTION 10.11
BINDING EFFECT, BENEFITS.
THIS AGREEMENT SHALL INURE
TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS. NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY, NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS
INTENDED TO CONFER ON ANY PERSON OTHER THAN THE PARTIES HERETO OR THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, ANY RIGHTS, REMEDIES, OBLIGATIONS
OR LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT.
SECTION 10.12
ASSIGNABILITY.
NEITHER THIS AGREEMENT NOR ANY OF THE
PARTIES' RIGHTS OR OBLIGATIONS HEREUNDER SHALL BE ASSIGNABLE BY ANY PARTY HERETO
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO, PROVIDED, THAT
SELLER MAY ASSIGN ITS RIGHTS AND OBLIGATIONS TO AN AFFILIATE OF SELLER IN
CONNECTION WITH SELLER'S TRANSFER OF THE AIIHC COMMON SHARES.
SECTION 10.13
AMENDMENTS.
THIS AGREEMENT MAY BE MODIFIED, AMENDED
OR SUPPLEMENTED AT ANY TIME BY PURCHASER, AND ARCH PARENT AND SELLER.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THIS AGREEMENT MAY ONLY BE AMENDED,
VARIED OR SUPPLEMENTED BY AN INSTRUMENT IN WRITING, SIGNED BY THE PARTIES
HERETO.
SECTION 10.14
KNOWLEDGE.
TO THE EXTENT THAT ANY REPRESENTATION OR
WARRANTY OF ANY PARTY HEREUNDER IS EXPRESSLY QUALIFIED BY REFERENCE TO THE
KNOWLEDGE OF SUCH PARTY, SUCH
45
KNOWLEDGE SHALL MEAN THE ACTUAL KNOWLEDGE OF ONE OR MORE OF THE FOLLOWING
PERSONS AFTER REASONABLE INQUIRY.
(a)
with respect to the knowledge of Arch
Parent, Seller, AIIHC and/or any of
the Subsidiaries:
Constantine Iordanou
(for Arch Parent), John D. Vollaro, Peter A. Appel and Louis T. Petrillo (for
Arch Parent and/or Seller) and William B. Lockhorn, Mark J. Keyser, Bruce
Arneson, Joseph Timoney and Joseph King (for AIIHC and the Subsidiaries); and
(b)
with respect to the knowledge of Purchaser:
Bruce W. Schnitzer and John S. Struck.
SECTION 10.15
DISCLOSURE.
THE WRITTEN DISCLOSURES BY SELLER IN
THIS AGREEMENT OR IN A SCHEDULE OR EXHIBIT