|
16,5 Interpretation. For purposes of this Agreement: (a) the words "include," "includes" and
<br />"including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not
<br />exclusive; (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this
<br />Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the
<br />plural, and vice -versa; and (e) words denoting any gender include all genders. Unless the context
<br />otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments and
<br />appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to,
<br />this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument
<br />or other document as amended, supplemented and modified from time to time to the extent permitted
<br />by the provisions thereof; and (z) to a statute means such statute as amended from time to time and
<br />includes any successor legislation thereto and any regulations promulgated thereunder. The parties
<br />intend this Agreement to be construed without regard to any presumption or rule requiring
<br />construction or interpretation against the party drafting an instrument or causing any instrument to be
<br />drafted. The exhibits, schedules, attachments and appendices referred to herein are an integral part of
<br />this Agreement to the same extent as if they were set forth verbatim herein.
<br />16.6 Headings. The headings in this Agreement are for reference only and do not affect the
<br />interpretation of this Agreement.
<br />16.7 Entire Agreement. This Agreement, constitutes the sole and entire agreement of the parties
<br />with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous
<br />understandings, agreements, representations and warranties, both written and oral, with respect to
<br />such subject matter.
<br />16.8 Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or
<br />otherwise transfer any of its obligations or performance, under this Agreement, in each case whether
<br />voluntarily, involuntarily, by operation of law or otherwise, without EmNet's prior written consent,
<br />which consent EmNet may give or withhold in its sole discretion, For purposes of the preceding
<br />sentence, and without limiting its generality, any merger, consolidation or reorganization involving
<br />Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to
<br />be a transfer of rights, obligations or performance under this Agreement for which EmNet's prior
<br />written consent is required. No delegation or other transfer will relieve Customer of any of its
<br />obligations or performance under this Agreement. Any purported assignment, delegation or transfer
<br />in violation of this Section 16.8 is void, This Agreement is binding upon and inures to the benefit of
<br />the parties hereto and their respective permitted successors and assigns.
<br />16.9 No Third -party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and
<br />their respective permitted successors and permitted assigns and nothing herein, express or implied, is
<br />intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of
<br />any nature whatsoever under or by reason of this Agreement.
<br />16.10 Amendment and Modification,• Waiver. No amendment to or modification of this
<br />Agreement is effective unless it is in writing and signed by an authorized representative of each party.
<br />No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in
<br />writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure
<br />to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement
<br />shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right,
<br />17
<br />
|