Attn:
Carl F. Muller, Esq.
(B)
IF TO BUYER:
Vishay Intertechnology, Inc.
63 Lancaster Avenue
Malvern, PA
19355
Fax:
(610) 889-2161
Attn:
Dr. Lior Yahalomi, Chief Financial Officer
with a copy to:
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
Fax: (212) 715-8000
Attn:
Abbe L. Dienstag, Esq.
26
SECTION 7.06.
HEADINGS.
THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR
REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
SECTION 7.07.
SEVERABILITY.
IF ANY TERM OR OTHER PROVISION OF THIS
AGREEMENT IS INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED BY ANY RULE OF LAW
OR PUBLIC POLICY, ALL OTHER CONDITIONS AND PROVISIONS OF THIS AGREEMENT SHALL
NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT SO LONG AS THE ECONOMIC OR LEGAL
SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT AFFECTED IN ANY MANNER
ADVERSE TO ANY PARTY.
UPON SUCH DETERMINATION THAT ANY TERM OR OTHER PROVISION
IS INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED, THE PARTIES HERETO SHALL
NEGOTIATE IN GOOD FAITH TO MODIFY THIS AGREEMENT SO AS TO EFFECT THE ORIGINAL
INTENT OF THE PARTIES AS CLOSELY AS POSSIBLE IN AN ACCEPTABLE MANNER TO THE END
THAT TRANSACTIONS CONTEMPLATED HEREBY ARE FULFILLED TO THE GREATEST EXTENT
POSSIBLE.
SECTION 7.08.
ASSIGNMENT.
THE RIGHTS AND OBLIGATIONS OF EACH PARTY UNDER
THIS AGREEMENT MAY NOT BE ASSIGNED BY ANY PARTY, WHETHER BY OPERATION OF LAW OR
OTHERWISE, WITHOUT THE EXPRESS WRITTEN CONSENT OF THE OTHER PARTY HERETO, EXCEPT
THAT BUYER MAY ASSIGN ITS RIGHTS AND OBLIGATIONS TO A WHOLLY-OWNED SUBSIDIARY OF
BUYER GUARANTOR AT ANY TIME.
SECTION 7.09.
ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES.
THIS
AGREEMENT (INCLUDING THE EXHIBITS AND SCHEDULES ATTACHED HERETO) AND OTHER
DOCUMENTS DELIVERED AT THE CLOSING PURSUANT HERETO CONTAIN THE ENTIRE
UNDERSTANDING OF THE PARTIES IN RESPECT OF ITS SUBJECT MATTER AND SUPERSEDE ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS (ORAL OR WRITTEN) BETWEEN OR AMONG THE
PARTIES WITH RESPECT TO SUCH SUBJECT MATTER.
THE PARTIES AGREE THAT PRIOR
DRAFTS OF THIS AGREEMENT SHALL NOT BE DEEMED TO PROVIDE ANY EVIDENCE AS TO THE
MEANING OF ANY PROVISION HEREOF OR THE INTENT OF THE PARTIES WITH RESPECT
THERETO.
THE EXHIBITS AND SCHEDULES CONSTITUTE A PART HEREOF AS THOUGH SET
FORTH IN FULL ABOVE.
EXCEPT FOR PERSONS EXPRESSLY STATED HEREIN TO BE
INDEMNITEES OR AS OTHERWISE EXPRESSLY STATED HEREIN, THIS AGREEMENT IS NOT
INTENDED TO CONFER UPON ANY PERSON, OTHER THAN THE PARTIES HERETO, ANY RIGHTS OR
REMEDIES HEREUNDER.
SECTION 7.10.
GOVERNING LAW.
THIS AGREEMENT, THE SCHEDULES ATTACHED
HERETO AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
EXECUTED AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.
SECTION 7.11.
COUNTERPARTS; EFFECTIVENESS OF AGREEMENT.
THIS AGREEMENT
MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, AND BY THE DIFFERENT PARTIES HERETO
IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN EXECUTED SHALL BE DEEMED TO BE AN