AGREEMENT SHALL BE BINDING UPON AND INURE SOLELY TO THE BENEFIT OF EACH PARTY
HERETO AND THEIR LEGAL REPRESENTATIVES AND SUCCESSORS, AND EACH AFFILIATE OF THE
PARTIES HERETO, AND NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED
TO CONFER UPON ANY OTHER PERSON, OTHER THAN ANY PERMITTED TRANSFEREE, ANY RIGHTS
OR REMEDIES OF ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
SECTION 9.9.
DISPUTES.
THE PARTIES SHALL
ATTEMPT TO FINALLY RESOLVE ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING OUT OF OR
RELATING TO THIS AGREEMENT, OR THE THREATENED, ALLEGED OR ACTUAL BREACH OR
DEFAULT THEREOF BY EITHER PARTY, AS HEREINAFTER SET FORTH.
THE RESOLUTION
PROCEDURES SHALL BE INVOKED WHEN EITHER PARTY SENDS A WRITTEN NOTICE TO THE
OTHER PARTY OF THE OCCURRENCE OF A CLAIM, CONTROVERSY OR DISPUTE, OR OF THE
THREATENED, ALLEGED OR ACTUAL BREACH OF THIS AGREEMENT.
THE NOTICE SHALL
DESCRIBE THE NATURE OF THE DISPUTE AND THE PARTY'S POSITION WITH RESPECT TO SUCH
DISPUTE.
THE PARTIES SHALL EXPEDITIOUSLY SCHEDULE CONSULTATIONS OR A MEETING
BETWEEN KNOWLEDGEABLE REPRESENTATIVES DESIGNATED BY EACH PARTY IN AN EFFORT TO
RESOLVE THE DISPUTE INFORMALLY.
SUCH CONSULTATIONS OR MEETINGS SHALL IN NO
EVENT OCCUR LATER THAN 10 DAYS AFTER DELIVERY OF THE WRITTEN NOTICE BY A PARTY
UNDER THIS SECTION 9.9.
IF THE PARTIES ARE UNABLE TO RESOLVE THE DISPUTE WITHIN
15 DAYS AFTER CONSULTATIONS COMMENCE, THE DISPUTE SHALL BE SUBMITTED IN WRITING
TO AN APPROPRIATE EXECUTIVE OFFICER OF EACH PARTY.
THE EXECUTIVE OFFICERS SHALL
ATTEMPT TO RESOLVE ANY DISPUTE SUBMITTED TO THEM FOR RESOLUTION IN ACCORDANCE
WITH THIS SECTION 9.9 THROUGH CONSULTATION AND NEGOTIATION, WITHIN 30 DAYS AFTER
SUCH SUBMITTAL (OR SUCH LONGER PERIOD AS MAY BE MUTUALLY AGREED BY THE
PARTIES).
THE EXECUTIVE OFFICERS MAY REQUEST THE ASSISTANCE OF AN INDEPENDENT
MEDIATOR IF THEY BELIEVE THAT SUCH A MEDIATOR WOULD BE OF ASSISTANCE TO THE
EFFICIENT RESOLUTION OF THE DISPUTE.
SECTION 9.10.
FAILURE OR INDULGENCE NOT WAIVER;
REMEDIES CUMULATIVE.
NO FAILURE OR DELAY ON THE PART OF ANY PARTY HERETO IN THE
EXERCISE OF ANY RIGHT HEREUNDER SHALL IMPAIR SUCH RIGHT OR BE CONSTRUED TO BE A
WAIVER OF, OR ACQUIESCENCE IN, ANY BREACH OF ANY REPRESENTATION, WARRANTY OR
AGREEMENT HEREIN, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT
PRECLUDE OTHER OR FURTHER EXERCISE THEREOF OR OF ANY OTHER RIGHT.
ALL RIGHTS
AND REMEDIES EXISTING UNDER THIS AGREEMENT ARE CUMULATIVE TO, AND NOT EXCLUSIVE
OF, ANY RIGHTS OR REMEDIES OTHERWISE AVAILABLE.
SECTION 9.11.
AMENDMENTS.
NO PROVISIONS OF THIS
AGREEMENT SHALL BE DEEMED WAIVED, AMENDED, SUPPLEMENTED OR MODIFIED BY ANY
PARTY, UNLESS SUCH WAIVER, AMENDMENT, SUPPLEMENT OR MODIFICATION IS IN WRITING
AND SIGNED BY THE AUTHORIZED REPRESENTATIVE OF THE PARTY AGAINST WHOM IT IS
SOUGHT TO ENFORCE SUCH WAIVER, AMENDMENT, SUPPLEMENT OR MODIFICATION.
SECTION 9.12.
INTERPRETATION.
WORDS IN THE SINGULAR
SHALL BE HELD TO INCLUDE THE PLURAL AND VICE VERSA AND WORDS OF ONE GENDER SHALL
BE HELD TO INCLUDE THE OTHER GENDERS AS THE CONTEXT REQUIRES. THE TERMS
"HEREOF", "HEREIN", AND "HEREWITH" AND WORDS OF SIMILAR IMPORT