7. Assignability and Enforceability. This Agreement shall be binding on and
enforceable by the parties and their respective successors and permitted
assigns. No party may assign any of its rights or benefits under this Agreement
to any person without the prior written consent of the other party.
8. Expenses of this Agreement. All costs and expenses of CCI and/or the
Consultant (including, without limitation, legal, accounting and other
professional fees) incurred in connection with this Agreement or the
transactions contemplated hereby shall be paid by CCI.
9. Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of New York, without giving effect to the principles
of conflicts of laws thereof.
10. Third Party Beneficiaries. Except for the rights of the Consultant's heirs,
executors, administrators, testamentary trustees, legatees or beneficiaries upon
the Consultant's death, no person other than the parties hereto shall have any
rights under this Agreement, except that CCI may assign its rights hereunder to
any subsidiary or affiliate of CCI; provided that CCI shall be required to
perform any assigned obligation not performed by such assignee.
11. Counterparts. This Agreement may be executed in counterparts, each of which
shall constitute an original and all of which taken together shall constitute
one and the same instrument.
12. Sections and Headings. The division of this Agreement into Sections and the
insertion of headings are for reference purposes only and shall not affect the
interpretation of this Agreement.
13. Entire Agreement. This Agreement and any agreements or documents referred
to herein or executed contemporaneously herewith, constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether written or oral. There are no conditions, covenants, agreements,
representations, warranties or other provisions, express or implied, collateral,
statutory or otherwise, relating to the subject matter hereof except as herein
14. Severability. If any provision of this Agreement is determined by a court
of competent jurisdiction to be invalid, illegal or unenforceable in any
respect, such determination shall not impair or affect the validity, legality or
enforceability of the remaining provisions hereof, and each provision is hereby
declared to be separate, severable and distinct.