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it is a Saturday, Sunday or legal holiday, in which event the period runs until the <br />end of the next day which is not a Saturday, Sunday or such legal holiday. <br />15.7 Time of the Essence. All times, wherever specified herein for the performance by <br />Seller or Buyer of their respective obligations hereunder, are of the essence of this <br />Agreement. <br />15.8 Assignment. Neither party shall be entitled to assign or convey any interest in this <br />Agreement to any third party, without first obtaining the prior written consent of <br />the other patty. Notwithstanding the foregoing, Buyer shall have the right to assign <br />its interest in this Agreement to an entity affiliated with, or controlled by Buyer, <br />without the consent of Seller; provided, however, that Buyer shall provide Seller <br />with a copy of any such assignment promptly after it has been executed. The <br />parties' rights and obligations under tills Agreement shall inure to the benefit of <br />and shall be binding on successors and assigns. <br />15.9 Notices. All notices and other communications in respect to this Agreement shall <br />be deemed to have been duly given, if in writing and delivered personally or if <br />mailed in a sealed wrapper by United Sates registered or certified mail, return <br />receipt requested, postage prepaid, or via facsimile, properly addressed to the <br />parties as provided in Exhibit A attached hereto. <br />15.10 Comnlete Agreement. This instrument and any exhibits, schedules or addendums <br />attached hereto contain the entire Agreement of the parties, and supersedes all prior <br />negotiations, agreements or understandings, whether oral or in writing. This <br />Agreement may not be changed orally but only by an Agreement in writing signed <br />by the party against whom enforcement of any such waiver, change, modification, <br />extension or discharge is sought. <br />15.11 Counterparts. This Agreement may be executed in any number of counterparts, <br />each of which shall constitute an original but all of which, taken together, shall <br />constitute but one and the same instrument. <br />{THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.} <br />US.106153450.02 DRAFT <br />