This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all proposals, negotiations, counterproposals, contracts, understandings and discussions whether written or oral between the Parties. The provisions of this Agreement may not be amended, modified, nor waived except by written instrument signed by the Parties. Further, the terms of this Agreement are in lieu of and override any contrary terms or conditions, preprinted or otherwise, that may appear on any form used (1) by one Party to purchase or offer to purchase from the other Party, or (2) by the other party to acknowledge such a purchase or accept such an offer. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, administrators, successors and assigns. This Agreement shall not be assigned in whole or in part by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld and any attempt to assign this Agreement in whole or in part without such prior written consent is void. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of laws provisions and the Parties consent to the exclusive jurisdiction of the courts of Ontario for any dispute arising out of this Agreement. Failure or delay by either party in enforcing any right or provision hereof shall not be deemed a waiver of such provision or right. A determination that any provision of this Agreement may be unenforceable or invalid shall not affect the enforceability or validity of the remaining provisions hereof. The rights and remedies of the Parties are independent and cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. No single or partial exercise of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that party may be entitled. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. Counterparts may be executed either in original or faxed form and the parties adopt any signatures received by a receiving fax machine as original signatures of the parties.