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8.3 No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing. 8.4 Exclusive Agreement: Amendment. This Agreement supersedes all prior agreements among the parties with respect to its subject matter (including, but not limited to, the letter of intent among Suyer and Seller dated February 26, 1993), is intended (with the documents referred to herein) as a complete and exclusive statement of the terms of the agreement among the parties with respect thereto and cannot be changed or terminated except by a written instrument executed by Seller and Buyer. 8.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument. 8.6 Governing Law. This Agreement and (u.nless otherwise provided) all amendments hereof and waivers and consents hereunder shall be governed by the internal lain of the State of Ohio, without regard to the conflicts of law pz~inciples thereof. 8.7 -Further Assurances. From and after the Closing, each of the parties shall; without further consideration, execute and deliver to the other such other instruments of transfer and assumption, and take such other action, as the other may reasonably request, to carry oc.t the Contemplated Transactions. 8.8 Assignment. Buyer may assign its rights and obligations under this Agreement to a wholly-owned subsidiary of Buyer. 9. Survival of Warranties. Representations and warranties set forth in this Agreement shall not survive the Closing. In Witness whereof, the parties have signed this Agreement as of the date first written above. THE DAVID J. JOSEPH COMPA/T~fY I ,~ - . - 13 -