OR ANY OF
ITS SUBSIDIARIES, ON OR AFTER THE DATE OF THIS AGREEMENT, ENTER INTO ANY
AGREEMENT WITH RESPECT TO ITS SECURITIES, THAT WOULD HAVE THE EFFECT OF
IMPAIRING THE RIGHTS GRANTED TO THE HOLDERS
14
IN THIS AGREEMENT OR OTHERWISE CONFLICTS WITH THE PROVISIONS HEREOF. EXCEPT AS
SET FORTH ON SCHEDULE 6(I), NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS
PREVIOUSLY ENTERED INTO ANY AGREEMENT GRANTING ANY REGISTRATION RIGHTS WITH
RESPECT TO ANY OF ITS SECURITIES TO ANY PERSON THAT HAVE NOT BEEN SATISFIED IN
FULL.
(J)
EXECUTION AND COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN TWO
OR MORE COUNTERPARTS, ALL OF WHICH WHEN TAKEN TOGETHER SHALL BE CONSIDERED ONE
AND THE SAME AGREEMENT AND SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN
SIGNED BY EACH PARTY AND DELIVERED TO THE OTHER PARTY, IT BEING UNDERSTOOD THAT
BOTH PARTIES NEED NOT SIGN THE SAME COUNTERPART. IN THE EVENT THAT ANY SIGNATURE
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.
(K)
GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE DETERMINED
IN ACCORDANCE WITH THE PROVISIONS OF THE PURCHASE AGREEMENT.
(L)
CUMULATIVE REMEDIES. THE REMEDIES PROVIDED HEREIN ARE CUMULATIVE
AND NOT EXCLUSIVE OF ANY OTHER REMEDIES PROVIDED BY LAW.
(M)
SEVERABILITY. IF ANY TERM, PROVISION, COVENANT OR RESTRICTION OF
THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID,
ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THE TERMS, PROVISIONS,
COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND
EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED, AND THE PARTIES
HERETO SHALL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO FIND AND EMPLOY AN
ALTERNATIVE MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME RESULT AS THAT
CONTEMPLATED BY SUCH TERM, PROVISION, COVENANT OR RESTRICTION. IT IS HEREBY
STIPULATED AND DECLARED TO BE THE INTENTION OF THE PARTIES THAT THEY WOULD HAVE
EXECUTED THE REMAINING TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS WITHOUT
INCLUDING ANY OF SUCH THAT MAY BE HEREAFTER DECLARED INVALID, ILLEGAL, VOID OR
UNENFORCEABLE.
(N)
HEADINGS. THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY,
DO NOT CONSTITUTE A PART OF THIS AGREEMENT, AND SHALL NOT BE DEEMED TO LIMIT OR
AFFECT ANY OF THE PROVISIONS HEREOF.
(O)
INDEPENDENT NATURE OF HOLDERS' OBLIGATIONS AND RIGHTS. THE
OBLIGATIONS OF EACH HOLDER HEREUNDER ARE SEVERAL AND NOT JOINT WITH THE
OBLIGATIONS OF ANY OTHER HOLDER HEREUNDER, AND NO HOLDER SHALL BE RESPONSIBLE IN
ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER HOLDER HEREUNDER.
NOTHING CONTAINED HEREIN OR IN ANY OTHER AGREEMENT OR DOCUMENT DELIVERED AT ANY
CLOSING, AND NO ACTION TAKEN BY ANY HOLDER PURSUANT HERETO OR THERETO, SHALL BE
DEEMED TO CONSTITUTE THE HOLDERS AS A PARTNERSHIP,