RIGHTS ARISING BY VIRTUE OF ANY
PRIOR OR SUBSEQUENT SUCH OCCURRENCE.
(K)
SEVERABILITY.
ANY TERM OR PROVISION OF THIS AGREEMENT THAT IS
INVALID OR UNENFORCEABLE IN ANY SITUATION IN ANY JURISDICTION SHALL NOT AFFECT
THE VALIDITY OR ENFORCEABILITY OF THE REMAINING TERMS AND PROVISIONS HEREOF OR
THE VALIDITY OR ENFORCEABILITY OF THE OFFENDING TERM OR PROVISION IN ANY OTHER
SITUATION OR IN ANY OTHER JURISDICTION.
(L)
EXPENSES.
EACH OF BUYER AND SELLER SHALL BEAR ITS OWN COSTS AND
EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) INCURRED IN CONNECTION WITH THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
(M)
CONSTRUCTION.
THE PARTIES HAVE PARTICIPATED JOINTLY IN THE
NEGOTIATION AND DRAFTING OF THIS AGREEMENT.
IN THE EVENT AN AMBIGUITY OR
QUESTION OF INTENT OR INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED
AS IF DRAFTED JOINTLY BY THE PARTIES AND NO PRESUMPTION OR BURDEN OF PROOF SHALL
ARISE FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY OF
THE PROVISIONS OF THIS AGREEMENT. ANY REFERENCE TO ANY FEDERAL, STATE, LOCAL, OR
FOREIGN STATUTE OR LAW SHALL BE DEEMED ALSO TO REFER TO ALL RULES AND
REGULATIONS PROMULGATED THEREUNDER, UNLESS THE CONTEXT REQUIRES OTHERWISE.
THE
WORD "INCLUDING" SHALL MEAN INCLUDING WITHOUT LIMITATION.
(N)
INCORPORATION OF EXHIBITS AND SCHEDULES.
THE EXHIBITS AND
SCHEDULES IDENTIFIED IN THIS AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AND
MADE A PART HEREOF.
(O)
CONFIDENTIALITY AGREEMENT.
THE PARTIES ACKNOWLEDGE AND AGREE THAT
(A) EACH OF THE PARTIES SHALL BE BOUND BY EACH AND ALL OF THE TERMS, PROVISIONS
AND CONDITIONS SET FORTH IN THE CONFIDENTIALITY AGREEMENT AS IF IT WERE AN
ORIGINAL PARTY THERETO, AND BY DOING SO, IT SHALL HAVE ALL OF THE RIGHTS AND
OBLIGATIONS OF A PARTY THERETO, WITH BUYER HAVING THE SAME RIGHTS AND
OBLIGATIONS AS MVP (AS DEFINED IN THE CONFIDENTIALITY AGREEMENT) AND SELLER
HAVING THE SAME RIGHTS AND OBLIGATIONS AS BLYTH (AS DEFINED IN THE
CONFIDENTIALITY AGREEMENT) AND (B) THE CONFIDENTIALITY AGREEMENT SHALL REMAIN IN
FULL FORCE AND EFFECT NOTWITHSTANDING THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS THAT ARE CONTEMPLATED HEREBY;
PROVIDED, HOWEVER, THAT IN THE EVENT THAT THE TRANSACTIONS CONTEMPLATED HEREBY
ARE
33
CONSUMMATED, BUYER SHALL BE ENTITLED TO USE, IN CONNECTION WITH THE CONDUCT OF
THE BUSINESS CONDUCTED BY BUYER WITH THE ACQUIRED ASSETS, THE CONFIDENTIAL
INFORMATION PROVIDED TO IT BY SELLER TO CONDUCT SUCH BUSINESS.
WITHOUT LIMITING
THE FOREGOING, BUYER AND SELLER ACKNOWLEDGE THAT EACH HAS HERETOFORE PROVIDED,
AND WILL HEREAFTER PROVIDE, SENSITIVE CONFIDENTIAL INFORMATION TO THE OTHER AND
THAT EACH HAS HERETOFORE GRANTED, AND WILL HEREAFTER GRANT, ACCESS TO THE
OTHER'S PERSONNEL WHO ARE CRITICAL TO THE CONDUCT OF THEIR RESPECTIVE
BUSINESSES. ACCORDINGLY, EACH OF THE PARTIES FURTHER PROMISES AND AGREES THAT,
IN THE EVENT THAT THIS AGREEMENT IS TERMINATED FOR ANY REASON, IT WILL NOT
THEREAFTER (A) USE ANY CONFIDENTIAL INFORMATION PROVIDED TO IT BY THE OTHER
PARTY IN CONNECTION WITH THE CONDUCT OF A BUSINESS THAT IS COMPETITIVE WITH THAT
OF SUCH OTHER PARTY, OR (B) FOR A PERIOD OF THREE