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#4833-2294-9365.4
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<br />representations and warranties, both written and oral, with respect to such subject matter.
<br />In the event of any inconsistency between the statements made in the body of this
<br />Agreement, the related Exhibits, and any other documents incorporated herein by
<br />reference, the following order of precedence governs: (i) first, this Agreement, excluding
<br />its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii)
<br />third, any other documents incorporated herein by reference.
<br />(b) Notices. All notices, requests, consents, claims, demands, waivers, and
<br />other communications hereunder (each, a "Notice") must be in writing and addressed to
<br />the Parties at the addresses set forth on the first page of this Agreement (or to such other
<br />address that may be designated by the Party giving Notice from time to time in
<br />accordance with this Section). All Notices must be delivered by personal delivery,
<br />nationally recognized overnight courier (with all fees pre-paid), or email (with
<br />confirmation of transmission), or certified or registered mail (in each case, return receipt
<br />requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is
<br />effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the
<br />Notice has complied with the requirements of this Section.
<br />(c) Force Majeure. In no event shall either Party be liable to the other Party,
<br />or be deemed to have breached this Agreement, for any failure or delay in performing its
<br />obligations under this Agreement (except for any obligations to make payments), if and
<br />to the extent such failure or delay is caused by any circumstances beyond such Party's
<br />reasonable control, including but not limited to acts of God, flood, fire, earthquake,
<br />pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor
<br />stoppages or slowdowns or other industrial disturbances, or passage of law or any action
<br />taken by a governmental or public authority, including imposing an embargo.
<br />(d) Amendment and Modification; Waiver. No amendment to or modification
<br />of this Agreement is effective unless it is in writing and signed by an authorized
<br />representative of each Party. No waiver by any Party of any of the provisions hereof will
<br />be effective unless explicitly set forth in writing and signed by the Party so waiving.
<br />Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in
<br />exercising, any rights, remedy, power, or privilege arising from this Agreement will
<br />operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any
<br />right, remedy, power, or privilege hereunder will preclude any other or further exercise
<br />thereof or the exercise of any other right, remedy, power, or privilege.
<br />(e) Severability. If any provision of this Agreement is invalid, illegal, or
<br />unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not
<br />affect any other term or provision of this Agreement or invalidate or render
<br />unenforceable such term or provision in any other jurisdiction. Upon such determination
<br />that any term or other provision is invalid, illegal, or unenforceable, the Parties shall
<br />negotiate in good faith to modify this Agreement so as to effect their original intent as
<br />closely as possible in a mutually acceptable manner in order that the transactions
<br />contemplated hereby be consummated as originally contemplated to the greatest extent
<br />possible.
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