PROVISIONS) OF THE STATE OF DELAWARE.
5.4
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL,
BUT BOTH OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT; AND
SHALL BECOME BINDING WHEN BOTH COUNTERPARTS HAVE BEEN SIGNED BY THE PARTIES
HERETO AND DELIVERED TO BOTH OF THE PARTIES HERETO.
5.5
AMENDMENT.
THIS AGREEMENT MAY NOT BE
AMENDED, MODIFIED OR SUPPLEMENTED EXCEPT BY A WRITING SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF EACH OF THE PARTIES HERETO.
5.6
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, BOTH WRITTEN AND ORAL, AMONG THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
5.7
SPECIFIC PERFORMANCE.
THE PARTIES HERETO
ACKNOWLEDGE AND AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IF ANY OF THE
PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR
SPECIFIC TERMS OR WERE OTHERWISE BREACHED.
ACCORDINGLY, EACH OF THE SELLER AND
THE BUYER AGREES THAT, IN THE EVENT OF ANY BREACH OF THE PROVISIONS OF THIS
AGREEMENT BY SUCH PARTY, THE NON-BREACHING PARTY, WITHOUT PREJUDICE TO ANY
RIGHTS TO JUDICIAL RELIEF IT MAY OTHERWISE HAVE, SHALL BE ENTITLED TO SEEK
EQUITABLE RELIEF, INCLUDING INJUNCTION, AND TO ENFORCE SPECIFICALLY THE TERMS
AND PROVISIONS OF THIS AGREEMENT IN ANY COURT OF THE UNITED STATES OF AMERICA OR
ANY STATE HAVING JURISDICTION.
EACH OF THE PARTIES HERETO (TO THE EXTENT SUCH
PARTY IS THE BREACHING PARTY) FURTHER AGREES THAT IT WILL NOT OPPOSE THE
GRANTING OF SUCH RELIEF ON THE BASIS THAT THE NON-BREACHING PARTY HAS AN
ADEQUATE REMEDY AT LAW.
5.8
SEVERABILITY.
WHEREVER POSSIBLE, EACH
PROVISION HEREOF SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND
VALID UNDER APPLICABLE LAW, BUT IN CASE ANY ONE OR MORE OF THE PROVISIONS
CONTAINED HEREIN SHALL, FOR ANY REASON, BE HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT, SUCH PROVISION SHALL BE INEFFECTIVE IN THE
JURISDICTION INVOLVED TO THE EXTENT, BUT ONLY TO THE EXTENT, OF SUCH INVALIDITY,
ILLEGALITY OR UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINDER OF SUCH
INVALID, ILLEGAL OR UNENFORCEABLE PROVISION OR PROVISIONS OR ANY OTHER
PROVISIONS HEREOF, UNLESS SUCH A CONSTRUCTION WOULD BE UNREASONABLE.
5.9
THIRD PARTIES.
WITHOUT LIMITATION OF THE
PROVISIONS OF SECTION 4.3, NOTHING CONTAINED IN THIS AGREEMENT OR IN ANY
INSTRUMENT OR DOCUMENT EXECUTED BY ANY PARTY IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL CREATE ANY RIGHTS IN, OR BE DEEMED TO HAVE BEEN
EXECUTED FOR THE BENEFIT OF, ANY PERSON OR ENTITY THAT IS NOT A PARTY HERETO OR
A SUCCESSOR OR PERMITTED ASSIGN OF SUCH A PARTY.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
TESSCO TECHNOLOGIES INCORPORATED
By:
/s/ David M. Young
Name:
David M. Young
Title:
SVP, Chief Financial Officer
BRIGHTPOINT, INC.
By:
/s/ Robert J. Laikin
Name:
Robert J. Laikin
Title:
Chairman of the Board and Chief
Executive Officer
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