Form Apa - Asset Purchase Agreement Page 40
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11.8
Multiple Counterparts
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This Agreement may be executed in one or more counterparts, each of which shall
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be deemed an original, but all of which together shall constitute one and the same
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instrument.
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11.9
Expenses
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Except as otherwise specified in this Agreement, each party hereto shall pay its
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own legal, accounting, out-of-pocket and other expenses incident to this Agreement and
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to any action taken by such party in preparation for carrying this Agreement into effect.
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11.10 Invalidity
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In the event that any one or more of the provisions contained in this Agreement or
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in any other instrument referred to herein, shall, for any reason, be held to be invalid,
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illegal or unenforceable in any respect, then to the maximum extent permitted by law,
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such invalidity, illegality or unenforceability shall not affect any other provision of this
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Agreement or any other such instrument.
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11.11 Publicity
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No party shall issue any press release or make any public statement regarding the
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transactions contemplated hereby, without prior written approval of the other party.
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11.12 Confidential Information
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Except as required by applicable law, all information related to the Business
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supplied to Buyer by Seller shall be maintained in strict confidence by Buyer and its
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Representatives in accordance with the Confidentiality Agreement, and in the event that
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this Agreement is terminated, all written materials relating thereto shall be returned to
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Seller or destroyed as provided in the Confidentiality Agreement and Buyer shall deliver
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an officer's certificate to Seller certifying as to such return or destruction. In such event,
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Buyer and its Representatives shall make no further use of such information whatsoever.
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11.13 No Third-Party Beneficiary
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The provisions of this Agreement are for the benefit only of the parties hereto,
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and no third party may seek to enforce, or benefit from, these provisions. The parties
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specifically disavow any desire or intention to create any third party beneficiary
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hereunder, and specifically declare that no person or entity, except for the parties and
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their successors, shall have any right hereunder nor any right of enforcement hereof.
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11.14 Representation of Counsel; Mutual Negotiation
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Each party has had the opportunity to be represented by counsel of its choice in
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negotiating this Agreement. This Agreement shall therefore be deemed to have been
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negotiated and prepared at the joint request, direction, and construction of the parties, at
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Form APA.doc
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