OF PARTIES; ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING
UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND ITS RESPECTIVE
SUCCESSORS, LEGAL REPRESENTATIVES AND PERMITTED ASSIGNS.
THE AGREEMENT MAY NOT
BE ASSIGNED BY EITHER BUYER OR SELLER EXCEPT WITH THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTY; PROVIDED THAT NO PRIOR CONSENT SHALL BE REQUIRED FOR AN
ASSIGNMENT OF THIS AGREEMENT BY BUYER TO A DIRECT OR INDIRECT WHOLLY-OWNED
SUBSIDIARY.
NOTHING HEREIN CONTAINED SHALL CONFER OR IS INTENDED TO CONFER ON
ANY THIRD PARTY OR ENTITY THAT IS NOT A PARTY TO THIS AGREEMENT ANY RIGHTS UNDER
THIS AGREEMENT.
12
13.5
PRONOUNS.
WHENEVER THE CONTEXT REQUIRES, THE USE IN THIS AGREEMENT OF
A PRONOUN OF ANY GENDER SHALL BE DEEMED TO REFER ALSO TO ANY OTHER GENDER, THE
USE OF THE SINGULAR SHALL BE DEEMED TO REFER ALSO TO THE PLURAL AND THE USE OF
THE PLURAL SHALL BE DEEMED TO REFER ALSO TO THE SINGULAR.
13.6
HEADINGS.
THE HEADINGS IN THE SECTIONS, PARAGRAPHS, EXHIBITS OF THIS
AGREEMENT ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
CONSTITUTE A PART HEREOF.
THE WORDS "HEREIN," "HEREOF," "HERETO" AND
"HEREUNDER," AND OTHER WORDS OF SIMILAR IMPORT REFER TO THIS AGREEMENT AS A
WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT.
13.7
EXPENSES.
THE PARTIES HERETO SHALL PAY ALL OF ITS OWN EXPENSES
RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, THE FEES AND EXPENSES OF ITS RESPECTIVE COUNSEL, ACCOUNTANTS AND
FINANCIAL ADVISORS.
13.8
COUNTERPARTS AND FACSIMILES.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THE PARTIES HERETO MAY
EXECUTE THE SIGNATURE PAGES HEREOF AND EXCHANGE SUCH SIGNATURE PAGES BY
FACSIMILE TRANSMISSION.
13.9
DISPUTE RESOLUTION.
(A)
IF ANY DISPUTE OR DIFFERENCE OF ANY KIND WHATSOEVER SHALL ARISE
BETWEEN THE BUYER OR THE SELLER (EACH A "DISPUTING PARTY") IN CONNECTION WITH,
OR ARISING OUT OF, THIS AGREEMENT, OR THE MATERIAL BREACH, TERMINATION OR
VALIDITY THEREOF (A "DISPUTE"), THE DISPUTING PARTIES SHALL ATTEMPT, IN GOOD
FAITH, TO SETTLE THE DISPUTE IN THE FIRST INSTANCE BY MUTUAL DISCUSSIONS.
ALL
NEGOTIATIONS UNDER THIS CLAUSE SHALL BE CONFIDENTIAL AND SHALL BE TREATED AS
COMPROMISE AND SETTLEMENT NEGOTIATIONS, AND NO ORAL OR DOCUMENTARY
REPRESENTATIONS MADE BY THE DISPUTING PARTIES DURING THE NEGOTIATIONS SHALL BE
ADMISSIBLE FOR ANY PURPOSE IN ANY SUBSEQUENT PROCEEDINGS.
IF ANY DISPUTE IS NOT
RESOLVED WITHIN THIRTY (30) DAYS OF RECEIPT BY A DISPUTING PARTY OF NOTICE OF A
DISPUTE (OR WITHIN SUCH LONGER PERIOD AS TO WHICH THE DISPUTING PARTIES HAVE
AGREED IN WRITING), THEN, ON THE REQUEST OF ANY DISPUTING PARTY, THE DISPUTE
SHALL BE SUBMITTED TO ARBITRATION IN ACCORDANCE WITH SECTION 13.10(B) BELOW.
(B)
ANY DISPUTE NOT RESOLVED IN ACCORDANCE WITH
SECTION 13.10(A) SHALL, ON THE RECEIPT OF AN ARBITRATION DEMAND, BE FINALLY AND
EXCLUSIVELY SETTLED THROUGH BINDING ARBITRATION UNDER AND IN ACCORDANCE WITH THE
COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION