M iscellaneous. (a) No amendment of this Agreement shall be valid or binding unless set forth in writing and executed by the party against whom enforcement of the amendment is sought. This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof, and it supersedes all prior oral or written agreements, commitments, or understandings with respect to such matters. (b) This Agreement shall be binding upon and shall inure to the benefits of the parties hereto and their respective successors and assigns. Each party agrees not to assign this Agreement to any person, except its Affiliates, without the consent of the other Party. (c) All issues and questions concerning the construction, validity, interpretation, and enforcement of this Agreement shall be governed by the laws of the State of Pennsylvania, without giving effect to any choice of law rules. (d) This Agreement and the obligations hereunder shall terminate on the consummation of the Proposed Transaction between Owner and Disclosing Party, or if no such consummation between Owner and Disclosing Party, then ten (10) years from the date hereof. (e) The invalidity or unenforceability of any provision of this Agreement shall not affect or limit the validity or enforceability of any other provision hereof. If any provision shall be deemed to be invalid or unenforceable, each party authorizes any court or tribunal of competent jurisdiction to amend, revise, or edit the unenforceable provision so as to narrow its application to the extent necessary to render it enforceable according to, or in compliance with, applicable law. (f) The headings of the Sections of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.
Appears in 2 contracts
Sources: Confidentiality Agreement, Confidentiality Agreement