UNDERSTANDING OF THE PARTIES, AND THERE
ARE NO FURTHER OR OTHER AGREEMENTS OR UNDERSTANDING, WRITTEN OR ORAL, IN EFFECT
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF UNLESS EXPRESSLY
REFERRED TO HEREIN.
25
7.7.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, AND WITH COUNTERPART FACSIMILE SIGNATURE PAGES, EACH
OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT.
7.8.
HEADINGS.
THE HEADINGS OF ARTICLES AND SECTIONS
HEREIN ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL BE IGNORED IN
THE CONSTRUCTION OR INTERPRETATION HEREOF.
7.9.
RELEASE.
THE SELLER HEREBY VOLUNTARILY,
KNOWINGLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES THE COMPANY, THE
SUBSIDIARY AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES (THE "RELEASED
PARTIES") FROM ANY AND ALL CLAIMS, LIABILITIES, OBLIGATIONS, DAMAGES, EXPENSES
AND OTHER AMOUNTS OF EVERY KIND, NATURE OR DESCRIPTION, KNOWN OR UNKNOWN,
SUSPECTED OR UNSUSPECTED, ARISING OR EXISTING PRIOR TO THE CLOSING DATE, EXCEPT
FOR (I) ANY RIGHTS OF THE SELLER UNDER THIS AGREEMENT AND THE TRANSITION SERVICE
AGREEMENTS, (II) INTERCOMPANY PAYABLES INCLUDED IN CLOSING WORKING CAPITAL, AND
(III) CLAIMS, LIABILITIES, OBLIGATIONS, DAMAGES, EXPENSES AND OTHER AMOUNTS OF
EVERY KIND, NATURE OR DESCRIPTION, KNOWN OR UNKNOWN, OF SELLER AGAINST A
RELEASED PARTY THAT WERE CAUSED BY CRIMINAL BEHAVIOR OR WILLFUL MISCONDUCT OF
SUCH RELEASED PARTY.
7.10.
FURTHER ASSURANCES.
FOLLOWING THE CLOSING, THE SELLER
WILL EXECUTE AND DELIVER TO THE PURCHASER SUCH DOCUMENTS AND TAKE SUCH OTHER
ACTIONS AS THE PURCHASER MAY REASONABLY REQUEST IN ORDER TO FULLY CONSUMMATE THE
TRANSACTIONS.
7.11.
THIRD PARTY BENEFICIARIES.
NOTHING IN THE AGREEMENT
SHALL BE CONSTRUED TO CONFER ANY RIGHT, BENEFIT OR REMEDY UPON ANY PERSON THAT
IS NOT A PARTY HERETO OR A PERMITTED ASSIGNEE OF A PARTY HERETO.
7.12.
NO STRICT CONSTRUCTION.
THE PARTIES HERETO HAVE
PARTICIPATED JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT AND THE
OTHER AGREEMENTS AND DOCUMENTS CONTEMPLATED HEREIN.
IN THE EVENT AN AMBIGUITY
OR QUESTION OF INTENT OR INTERPRETATION ARISES UNDER ANY PROVISION OF THIS
AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENTS CONTEMPLATED HEREIN, THIS
AGREEMENT AND SUCH OTHER AGREEMENTS OR DOCUMENTS SHALL BE CONSTRUED AS IF
DRAFTED JOINTLY BY THE PARTIES THERETO, AND NO PRESUMPTION OR BURDEN OF PROOF
SHALL ARISE FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF AUTHORING ANY OF THE
PROVISIONS OF THIS AGREEMENT OR ANY OTHER AGREEMENTS OR DOCUMENTS CONTEMPLATED
HEREIN.
7.13.
PUBLICITY. EACH OF THE PARTIES WILL KEEP CONFIDENTIAL
AND NOT DISCLOSE ANY DETAILS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES (OTHER THAN AS REQUIRED
PURSUANT TO AN ORDER BY A COURT OF LAW OR GOVERNMENTAL AGENCY OR OTHERWISE FOR
COMPULSORY LEGAL REQUIREMENTS, PROVIDED THAT IN SUCH INSTANCE PRIOR WRITTEN
NOTICE OF SUCH DISCLOSURE IS GIVEN BY THE DISCLOSING PARTY TO THE OTHER
PARTIES).
ANY PRESS RELEASE OR OTHER PUBLIC DISCLOSURE OR ANNOUNCEMENT OF THIS
AGREEMENT OR THE TRANSACTIONS, INCLUDING ANY NOTICE TO CUSTOMERS OR SUPPLIERS OF
THE BUSINESS, SHALL BE IN A FORM APPROVED IN