Section 12.8 Publicity. Seller and Buyer shall consult with and cooperate
with the other with respect to the content and timing of all press releases and
other public announcements, and any oral or written statements to Seller's
employees concerning this Agreement and the transactions contemplated hereby.
Neither Seller nor Buyer shall make any such release, announcement, or
statements without the prior written consent of the other, which shall not be
unreasonably withheld or delayed; provided, however, that Seller or Buyer may at
any time make any announcement required by Legal Requirements so long as such
party, promptly upon learning of such requirement, notifies the other of such
requirement and consults with the other in good faith with respect to the
wording of such announcement.
Section 12.9 Governing Law. The validity, performance, and enforcement of
this Agreement and all transaction documents, unless expressly provided to the
contrary, shall be governed by the laws of the State of New York without giving
effect to the principles of conflicts of law of such state. Buyer and Seller
agree that the federal and state courts located in the State of New York shall
have subject matter jurisdiction to entertain any action in connection with this
Agreement and, by execution hereof, voluntarily submit to personal jurisdiction
of such courts.
Section 12.10 Third Parties; Joint Ventures. This Agreement constitutes an
agreement solely among the parties hereto, and, except as otherwise provided
herein, is not intended to and will not confer any rights, remedies,
obligations, or liabilities, legal or equitable, including any right of
employment, on any Person (including any employee or former employee of Seller
or any Seller Subsidiary) other than the parties hereto and their respective
successors, or assigns, or otherwise constitute any Person, including any of
Seller or any Seller Subsidiary's employees, a third party beneficiary under or
by reason of this Agreement. Nothing in this Agreement, expressed or implied, is
intended to or shall constitute the parties hereto partners or participants in a
Section 12.11 Construction. This Agreement has been negotiated by Buyer
and Seller and their respective legal counsel, and legal or equitable principles
that might require the construction of this Agreement or any provision of this
Agreement against the party drafting this Agreement shall not apply in any
construction or interpretation of this Agreement.
Section 12.12 Risk of Loss.
(a) The risk of any loss, damage or destruction to the Assets
resulting from fire, theft or any other casualty (except reasonable wear and
tear) shall be borne by Seller at all times prior to the Adjustment Time. It is
expressly understood and agreed that in the event of any material loss or damage
to any material portion of the Assets from fire, theft or any other casualty
(except reasonable wear and tear), Seller shall notify Buyer of same in writing
immediately. Such notice shall specify with particularity the loss or damage
incurred, the cause thereof, if known or reasonably ascertainable, and the
insurance coverage related thereto.