TO ALL PARTIES HERETO
AND NOT IN FAVOR OF OR AGAINST ANY PARTY, REGARDLESS OF WHICH PARTY WAS
GENERALLY RESPONSIBLE FOR THE PREPARATION OF THIS AGREEMENT.
(B) FURTHER, WHEN A REFERENCE IS MADE IN THIS AGREEMENT TO ARTICLES OR SECTIONS,
SUCH REFERENCE SHALL BE TO AN ARTICLE OR SECTION OF THIS AGREEMENT UNLESS
OTHERWISE INDICATED.
THE TABLE OF CONTENTS, TABLE OF DEFINED TERMS AND HEADINGS
CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT
IN ANY WAY THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
THE PHRASES "THE
DATE OF THIS AGREEMENT,"
"THE DATE HEREOF," AND TERMS OF SIMILAR IMPORT, UNLESS
THE CONTEXT OTHERWISE REQUIRES, SHALL BE DEEMED TO REFER TO JUNE 22, 2005.
THE
WORDS "INCLUDE," "INCLUDES" AND "INCLUDING" WHEN USED HEREIN SHALL BE DEEMED IN
EACH CASE TO BE FOLLOWING BY THE WORDS "WITHOUT LIMITATION."
SECTION 10.3
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, ALL OF WHICH SHALL
BE CONSIDERED ONE AND THE SAME AGREEMENT AND SHALL BECOME EFFECTIVE WHEN TWO OR
MORE COUNTERPARTS HAVE BEEN SIGNED BY EACH OF THE PARTIES AND DELIVERED TO THE
OTHER PARTIES, IT BEING UNDERSTOOD THAT ALL PARTIES NEED NOT SIGN THE SAME
COUNTERPART.
SECTION 10.4
ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT (INCLUDING THE DOCUMENTS AND THE INSTRUMENTS REFERRED TO HEREIN)
(A) CONSTITUTES THE ENTIRE AGREEMENT AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, BOTH WRITTEN AND ORAL, AMONG THE PARTIES WITH RESPECT TO THE
SUBJECT
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MATTER HEREOF, AND (B) IS NOT INTENDED TO CONFER UPON ANY PERSON OTHER THAN THE
PARTIES HERETO ANY RIGHTS OR REMEDIES HEREUNDER; PROVIDED THAT THE
CONFIDENTIALITY AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE
CLOSING.
EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER SELLER NOR BUYER MAKES ANY OTHER
REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER
REPRESENTATIONS AND WARRANTIES MADE BY ITSELF OR ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH
RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR
THE OTHER'S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH
RESPECT TO ANY ONE OR MORE OF THE FOREGOING.
SECTION 10.5
GOVERNING LAW AND VENUE.
THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND IN ALL RESPECTS SHALL BE
INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATE.
THE PARTIES HEREBY (A) IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE CHANCERY
COURT OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF
AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN RESPECT OF THE INTERPRETATION
AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND (B) WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY
ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF, THAT