OF THE RIGHTS AND
OBLIGATIONS HEREUNDER MAY BE ASSIGNED BY ANY PARTY, WHETHER OR NOT BY OPERATION
OF LAW, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO, PROVIDED
THAT METHODE MAY TRANSFER OR ASSIGN THIS AGREEMENT TO ANY PERSON SUCCEEDING TO
ALL OR SUBSTANTIALLY ALL OF THE ACQUIRED ASSETS OR PURCHASED SHARES BY WAY OF AN
ASSET SALE, MERGER, REORGANIZATION OR OTHERWISE WITHOUT THE CONSENT OF ANY OTHER
PARTIES, AS LONG AS SUCH ASSIGNMENT BECOMES EFFECTIVE ONLY AFTER THE DISBURSAL
OF ALL FUNDS HELD PURSUANT TO THE ESCROW AGREEMENT.
NO ASSIGNMENT OF THIS
AGREEMENT SHALL RELIEVE THE ASSIGNING PARTY OF ITS OBLIGATIONS UNDER THIS
AGREEMENT OR PERMIT THE ASSIGNEE TO ASSERT RIGHTS BROADER OR DIFFERENT THAN THE
ASSIGNING PARTY WOULD HAVE BEEN PERMITTED TO ASSERT. SUBJECT TO THE FOREGOING,
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY THE RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND
PERMITTED ASSIGNS OF THE PARTIES HERETO.
12.6.
SEVERABILITY.
IF ANY TERM, PROVISION, COVENANT OR RESTRICTION IN
THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION OR OTHER AUTHORITY
TO BE INVALID, VOID OR UNENFORCEABLE, THE REMAINDER OF THE TERMS, PROVISIONS,
COVENANTS AND RESTRICTIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED AS LONG AS THE
ECONOMIC OR LEGAL SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT
AFFECTED IN ANY MANNER MATERIALLY ADVERSE TO EITHER PARTY.
UPON SUCH A
DETERMINATION, THE PARTIES 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 IN ORDER THAT THE TRANSACTIONS HEREBY BE
CONSUMMATED AS ORIGINALLY CONTEMPLATED TO THE FULLEST EXTENT POSSIBLE.
12.7.
COUNTERPARTS; FACSIMILES.
THIS AGREEMENT AND ALL DOCUMENTS
REFERENCED HEREIN MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH
MAY BE EXECUTED BY LESS THAN ALL OF THE PARTIES HERETO, EACH OF WHICH SHALL BE
ENFORCEABLE AGAINST THE PARTIES ACTUALLY EXECUTING SUCH COUNTERPARTS, AND ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT. EACH
43
PARTY IS HEREBY AUTHORIZED TO RELY UPON AND ACCEPT AS AN ORIGINAL ANY EXECUTED
COPY OF THIS AGREEMENT OR OTHER DOCUMENT REFERENCED HEREIN WHICH IS SENT BY
FACSIMILE, TELEGRAPHIC OR OTHER ELECTRONIC TRANSMISSION.
12.8.
CONSTRUCTION.
SECTION AND SUBSECTION HEADINGS CONTAINED IN THIS
AGREEMENT ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY, SHALL NOT BE DEEMED TO
BE A PART OF THIS AGREEMENT FOR ANY PURPOSE, AND SHALL NOT IN ANY WAY DEFINE OR
AFFECT THE MEANING, CONSTRUCTION OR SCOPE OF ANY OF THE PROVISIONS HEREOF. THE
TERMS "HEREOF," "HEREIN" AND "HEREUNDER" AND TERMS OF SIMILAR IMPORT ARE
REFERENCES TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF
THIS AGREEMENT.
SECTION, CLAUSE, SCHEDULE AND EXHIBIT REFERENCES CONTAINED IN
THIS AGREEMENT ARE REFERENCES TO SECTIONS, CLAUSES, SCHEDULES AND EXHIBITS IN OR
TO THIS AGREEMENT, UNLESS OTHERWISE SPECIFIED. COMMON NOUNS AND PRONOUNS SHALL
BE DEEMED TO REFER TO THE