DATE, SELLER AND BUYER SHALL EXECUTE AND
DELIVER SUCH DOCUMENTS AND DO AND PERFORM ALL SUCH OTHER ACTS AS MAY REASONABLY
BE REQUIRED IN ORDER FULLY TO EFFECTUATE THE INTENT OF THIS AGREEMENT.
SECTION 10.3
COSTS AND TRANSFER TAXES.
EXCEPT AS
OTHERWISE SET FORTH IN THIS AGREEMENT, EACH PARTY HERETO SHALL PAY ITS OWN COSTS
AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) INCURRED IN CONNECTION WITH DUE
DILIGENCE REVIEWS, THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS AGREEMENT
AND ALL OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS DELIVERED
HEREUNDER AND ALL OTHER MATTERS RELATING TO THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY, WHETHER OR NOT THE PROPOSED TRANSACTION IS CONSUMMATED.
ALL SALES, DOCUMENTARY STAMP TAXES AND OTHER TRANSFER TAXES IN CONNECTION WITH
THE SALE AND DELIVERY OF THE PURCHASED ASSETS HEREUNDER SHALL BE PAID BY SELLER.
SECTION 10.4
BOOKS AND RECORDS AFTER CLOSING.
FROM AND AFTER THE CLOSING, BUYER SHALL HAVE FREE AND OPEN ACCESS TO ALL BOOKS
AND RECORDS WHICH SELLER MAY HAVE RELATING IN ANY MANNER TO THE PURCHASED ASSETS
AND SELLER SHALL FURNISH BUYER WITH COPIES THEREOF.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1
ENTIRE UNDERSTANDING, WAIVER, ETC.
THIS AGREEMENT (INCLUDING ALL SCHEDULES AND EXHIBITS ATTACHED HERETO) AND ALL
OTHER AGREEMENTS EXECUTED AND DELIVERED AT THE CLOSING SET FORTH THE ENTIRE
UNDERSTANDING OF THE PARTIES AND SUPERSEDE ANY AND ALL PRIOR OR
9
contemporaneous agreements, arrangements and understandings relating to the
subject matter hereof, and the provisions hereof may not be changed, modified,
waived or altered except by an agreement in writing signed by the parties
hereto.
A waiver by any party of any of the terms or conditions of this
Agreement, or of any breach thereof, shall not be deemed a waiver of such term
or condition for the future, or of any other term or condition hereof, or of any
subsequent breach thereof.
SECTION 11.2
SEVERABILITY.
IF ANY PROVISION OF
THIS AGREEMENT OR THE APPLICATION OF SUCH PROVISION SHALL BE HELD BY A COURT OF
COMPETENT JURISDICTION TO BE UNENFORCEABLE, THE REMAINING PROVISION OF THIS
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
SECTION 11.3
CAPTIONS.
THE CAPTIONS HEREIN ARE
FOR CONVENIENCE ONLY AND SHALL NOT BE CONSIDERED A PARTY OF THIS AGREEMENT FOR
ANY PURPOSE, INCLUDING, WITHOUT LIMITATION, THE CONSTRUCTION OR INTERPRETATION
OF ANY PROVISION HEREOF.
SECTION 11.4
NOTICES. ALL NOTICES, REQUESTS,
DEMANDS, CLAIMS AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING.
ANY
NOTICE, REQUEST, DEMAND, CLAIM, OR OTHER COMMUNICATION HEREUNDER SHALL BE DEEMED
DULY GIVEN (A) IF PERSONALLY DELIVERED, WHEN SO DELIVERED, (B) IF MAILED, TWO
BUSINESS DAYS AFTER HAVING BEEN SENT BY REGISTERED OR CERTIFIED WITH RETURN
RECEIPT REQUESTED, POSTAGE PREPAID AND ADDRESSED TO THE INTENDED RECIPIENT AS
SET FORTH BELOW, (C) IF GIVEN BY FACSIMILE, ONCE SUCH NOTICE OR OTHER
COMMUNICATION IS TRANSMITTED TO THE FACSIMILE NUMBER SPECIFIED BELOW AND THE
APPROPRIATE ANSWER BACK OR TELEPHONIC CONFIRMATION IS RECEIVED, PROVIDED THAT
SUCH NOTICE OR OTHER COMMUNICATION IS PROMPTLY THEREAFTER MAILED IN ACCORDANCE
WITH THE PROVISIONS OF CLAUSE (B) ABOVE OR (D) IF SENT THROUGH