THIS AGREEMENT IN ANY OTHER
JURISDICTION.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.
E.
THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF.
THERE ARE NO
RESTRICTIONS, PROMISES, WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH
OR REFERRED TO HEREIN AND THEREIN.
THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS AMONG THE PARTIES
HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF.
20
F.
SUBJECT TO THE REQUIREMENTS OF
SECTION 10, THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE
PERMITTED SUCCESSORS AND ASSIGNS OF EACH OF THE PARTIES HERETO.
G.
THE HEADINGS IN THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT FORM PART OF, OR AFFECT THE MEANING
OR INTERPRETATION OF, THIS AGREEMENT.
H.
THIS AGREEMENT AND ANY AMENDMENTS HERETO
MAY BE EXECUTED AND DELIVERED IN TWO OR MORE IDENTICAL COUNTERPARTS, AND BY THE
DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN EXECUTED
SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT. THIS AGREEMENT SHALL BECOME EFFECTIVE AND
BINDING UPON EACH PARTY HERETO WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY
HERETO AND DELIVERED TO THE OTHER PARTIES HERETO, IT BEING UNDERSTOOD THAT ALL
PARTIES NEED NOT SIGN THE SAME COUNTERPART.
IN THE EVENT THAT ANY SIGNATURE TO
THIS AGREEMENT OR ANY AMENDMENT HERETO IS DELIVERED BY FACSIMILE TRANSMISSION OR
BY E-MAIL DELIVERY OF A ".PDF" FORMAT DATA FILE, SUCH SIGNATURE SHALL CREATE A
VALID AND BINDING OBLIGATION OF THE PARTY EXECUTING (OR ON WHOSE BEHALF SUCH
SIGNATURE IS EXECUTED) WITH THE SAME FORCE AND EFFECT AS IF SUCH FACSIMILE OR
".PDF" SIGNATURE PAGE WERE AN ORIGINAL THEREOF.
NO PARTY HERETO SHALL RAISE THE
USE OF A FACSIMILE MACHINE OR E-MAIL DELIVERY OF A ".PDF" FORMAT DATA FILE TO
DELIVER A SIGNATURE TO THIS AGREEMENT OR ANY AMENDMENT HERETO OR THE FACT THAT
SUCH SIGNATURE WAS TRANSMITTED OR COMMUNICATED THROUGH THE USE OF A FACSIMILE
MACHINE OR E-MAIL DELIVERY OF A ".PDF" FORMAT DATA FILE AS A DEFENSE TO THE
FORMATION OR ENFORCEABILITY OF A CONTRACT AND EACH PARTY HERETO FOREVER WAIVES
ANY SUCH DEFENSE.
I.
EACH PARTY SHALL DO AND PERFORM, OR
CAUSE TO BE DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND SHALL
EXECUTE AND DELIVER ALL SUCH OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND
DOCUMENTS, AS THE OTHER PARTY MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE
INTENT AND ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
J.
ALL CONSENTS AND OTHER
DETERMINATIONS TO BE MADE BY THE INVESTORS PURSUANT TO THIS AGREEMENT SHALL BE
MADE, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ONLY BY