INTEREST OR OTHER CHARGES IN EXCESS OF THE MAXIMUM RATE PERMITTED BY APPLICABLE
LAW.
IN THE EVENT THAT THE RATE OF INTEREST OR DIVIDENDS REQUIRED TO BE PAID OR
OTHER CHARGES HEREUNDER EXCEED THE MAXIMUM RATE PERMITTED BY SUCH LAW, ANY
PAYMENTS IN EXCESS OF SUCH MAXIMUM SHALL BE CREDITED AGAINST AMOUNTS OWED BY THE
COMPANIES TO LAURUS AND THUS REFUNDED TO THE COMPANIES.
33.
SEVERABILITY.
WHEREVER POSSIBLE EACH PROVISION OF THIS AGREEMENT
OR THE ANCILLARY AGREEMENTS SHALL BE INTERPRETED IN SUCH MANNER AS TO BE
EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT
OR THE ANCILLARY AGREEMENTS SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE
LAW SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE
REMAINING PROVISIONS THEREOF.
40
34.
SURVIVAL.
THE REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS MADE HEREIN SHALL SURVIVE ANY INVESTIGATION MADE BY LAURUS AND THE
CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY TO THE EXTENT PROVIDED THEREIN.
ALL STATEMENTS AS TO FACTUAL MATTERS CONTAINED IN ANY CERTIFICATE OR OTHER
INSTRUMENT DELIVERED BY OR ON BEHALF OF THE COMPANIES PURSUANT HERETO IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBLY SHALL BE DEEMED TO BE
REPRESENTATIONS AND WARRANTIES BY THE COMPANIES HEREUNDER SOLELY AS OF THE DATE
OF SUCH CERTIFICATE OR INSTRUMENT.
ALL INDEMNITIES SET FORTH HEREIN SHALL
SURVIVE THE EXECUTION, DELIVERY AND TERMINATION OF THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS AND THE MAKING AND REPAYING OF THE OBLIGATIONS.
35.
CAPTIONS.
ALL CAPTIONS ARE AND SHALL BE WITHOUT SUBSTANTIVE
MEANING OR CONTENT OF ANY KIND WHATSOEVER.
36.
COUNTERPARTS; TELECOPIER SIGNATURES.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL
AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
ANY SIGNATURE DELIVERED BY A PARTY VIA TELECOPIER TRANSMISSION SHALL BE DEEMED
TO BE ANY ORIGINAL SIGNATURE HERETO.
37.
CONSTRUCTION.
THE PARTIES ACKNOWLEDGE THAT EACH PARTY AND ITS
COUNSEL HAVE REVIEWED THIS AGREEMENT AND THAT THE NORMAL RULE OF CONSTRUCTION TO
THE EFFECT THAT ANY AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY
SHALL NOT BE EMPLOYED IN THE INTERPRETATION OF THIS AGREEMENT OR ANY AMENDMENTS,
SCHEDULES OR EXHIBITS THERETO.
38.
PUBLICITY.
EACH COMPANY HEREBY AUTHORIZES LAURUS TO MAKE
APPROPRIATE ANNOUNCEMENTS OF THE FINANCIAL ARRANGEMENT ENTERED INTO BY AND AMONG
EACH COMPANY AND LAURUS, INCLUDING, WITHOUT LIMITATION, ANNOUNCEMENTS WHICH ARE
COMMONLY KNOWN AS TOMBSTONES, IN SUCH PUBLICATIONS AND TO SUCH SELECTED PARTIES
AS LAURUS SHALL IN ITS SOLE AND ABSOLUTE DISCRETION DEEM APPROPRIATE, OR AS
REQUIRED BY APPLICABLE LAW.
39.
JOINDER.
IT IS UNDERSTOOD AND AGREED THAT ANY PERSON THAT DESIRES
TO BECOME A COMPANY HEREUNDER, OR IS REQUIRED TO EXECUTE A COUNTERPART OF THIS
AGREEMENT AFTER THE DATE HEREOF PURSUANT TO THE REQUIREMENTS OF THIS AGREEMENT
OR ANY ANCILLARY AGREEMENT, SHALL BECOME A COMPANY HEREUNDER BY (A) EXECUTING A
JOINDER AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO LAURUS, (B) DELIVERING
SUPPLEMENTS TO SUCH EXHIBITS AND ANNEXES TO THIS AGREEMENT