ENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT IN ANY OTHER JURISDICTION.
8.6.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF.
8.7.
NO LIABILITY.
NO SHAREHOLDER WITH DIRECTOR DESIGNATION, RIGHTS
MAKES ANY REPRESENTATION OR WARRANTY AS TO THE FITNESS OR COMPETENCE OF SUCH
SHAREHOLDERS DESIGNEE OR SHALL INCUR ANY LIABILITY FOR THE ACTIONS OF SUCH
DESIGNEE; IT BEING UNDERSTOOD, HOWEVER, THAT THIS SECTION IS NOT INTENDED TO
REDUCE THE REPRESENTATION AND WARRANTY MADE BY EACH SHAREHOLDER WITH DIRECTOR
DESIGNATION RIGHTS CONTAINED IN SECTION 1.2.
8.8.
SPECIFIC PERFORMANCE.
EACH SHAREHOLDER ACKNOWLEDGES THAT MONEY
DAMAGES FOR BREACH OF THIS AGREEMENT ARE IMPOSSIBLE TO MEASURE AND WOULD NOT
ADEQUATELY COMPENSATE THE OTHER SHAREHOLDERS FOR DAMAGES RESULTING FROM SUCH
BREACH, AND THAT THE OTHER SHAREHOLDERS WOULD SUFFER IRREPARABLE HARM FROM SUCH
BREACH.
ACCORDINGLY, EACH SHAREHOLDER AGREES THAT THE OTHER SHAREHOLDERS SHALL
BE ENTITLED TO SPECIFIC ENFORCEMENT OF THIS AGREEMENT (INCLUDING A TEMPORARY
INJUNCTION OR RESTRAINING ORDER) AND, IN ANY ACTION TO SPECIFICALLY ENFORCE THIS
AGREEMENT, WAIVES ANY CLAIM OR DEFENSE THAT AN ADEQUATE REMEDY EXISTS AT LAW AND
ANY REQUIREMENT TO POST A BOND. 8.9.
ATTORNEYS FEES.
IN ANY ACTION
TO ENFORCE THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS
REASONABLE COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION ATTORNEYS FEES.
8.10.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF EACH OF THE PARTIES HERETO.
8.11.
HEADINGS. THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
8.12.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN IDENTICAL
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT.
THIS AGREEMENT, ONCE EXECUTED BY A
PARTY, MAY BE DELIVERED BY FACSIMILE TRANSMISSION OF A COPY OF THIS AGREEMENT
BEARING THE SIGNATURE OF THE PARTY SO DELIVERING THIS AGREEMENT.
8.13.
CONSTRUCTION.
THE LANGUAGE USED IN THIS AGREEMENT WILL BE DEEMED
TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT AND NO
RULES OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
8.14.
NO THIRD PARTY BENEFICIARIES. THIS AGREEMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND
IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED BY, ANY
OTHER PERSON OR ENTITY.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO AS OF
THE DAY AND YEAR FIRST ABOVE WRITTEN.
SHAREHOLDERS:
AMERICAN
FRIENDS OF
KAREN CHAVA
BNAI LEVI
BY:
______________________________
NAME:
TITLE:
_______________
EDGAR APPLEBY
_______________
YAIR BEN MOSHE
______________________________
SHMUEL BEN MOSHE
______________________________
ANTON D'ESPOUS
____________________________
IZAR FERNBACH
____________________________
YASKA GINSBERG
____________________________
PATRICK GLEN
______________________________
NEAL KAUFMAN
KOYAH
LEVERAGE PARTNERS, L.P.
BY:
KOYAH VENTURES LLC, ITS GENERAL PARTNER
BY:
NAME:
ROBERT J. LAW