WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WILL BE PURSUANT TO THE
PROVISIONS OF THIS ARTICLE 7.
ARTICLE 8
MISCELLANEOUS PROVISIONS.
8.1
SPECIFIC PERFORMANCE. THE PARTIES HERETO AGREE THAT IRREPARABLE
DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT
WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE
BREACHED. ACCORDINGLY, THE PARTIES FURTHER AGREE THAT EACH PARTY WILL BE
ENTITLED TO AN INJUNCTION OR RESTRAINING ORDER TO PREVENT BREACHES OF THIS
AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF IN ANY
COURT OF THE UNITED STATES OR ANY STATE HAVING JURISDICTION, THIS BEING IN
ADDITION TO ANY OTHER RIGHT OR REMEDY TO WHICH SUCH PARTY MAY BE ENTITLED UNDER
THIS AGREEMENT, AT LAW OR IN EQUITY.
8.2
EXPENSES. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE
PURCHASER AND THE SELLER SHALL EACH BEAR ITS RESPECTIVE COSTS, FEES AND EXPENSES
IN CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY, INCLUDING WITHOUT LIMITATION FEES, COMMISSIONS AND EXPENSES
PAYABLE TO BROKERS, FINDERS, INVESTMENT BANKERS, CONSULTANTS, EXCHANGE OR
TRANSFER AGENTS, ATTORNEYS, ACCOUNTANTS AND OTHER PROFESSIONALS, WHETHER OR NOT
THE TRANSACTIONS CONTEMPLATED HEREIN ARE CONSUMMATED.
8.3
KNOWLEDGE. AS USED IN THIS AGREEMENT OR THE INSTRUMENTS,
CERTIFICATES OR OTHER DOCUMENTS REQUIRED HEREUNDER, THE TERM "KNOWLEDGE" OF AN
ENTITY (OR WORDS TO SIMILAR EFFECT, SUCH AS "KNOWINGLY") MEANS THE ACTUAL
KNOWLEDGE AND CONSCIOUS AWARENESS BY ANY EXECUTIVE OFFICER OF SUCH ENTITY.
8.4
AMENDMENT AND MODIFICATION. SUBJECT TO APPLICABLE LAW, THIS
AGREEMENT MAY BE AMENDED OR MODIFIED BY THE PARTIES HERETO AT ANY TIME PRIOR TO
THE CLOSING WITH RESPECT TO ANY OF THE TERMS
20
CONTAINED HEREIN; PROVIDED, HOWEVER, THAT ALL SUCH AMENDMENTS AND MODIFICATIONS
MUST BE IN WRITING DULY EXECUTED BY ALL OF THE PARTIES HERETO.
8.5
WAIVER OF COMPLIANCE; CONSENTS. ANY FAILURE OF A PARTY TO COMPLY
WITH ANY OBLIGATION, COVENANT, AGREEMENT OR CONDITION HEREIN MAY BE EXPRESSLY
WAIVED IN WRITING BY THE PARTY ENTITLED HEREBY TO SUCH COMPLIANCE, BUT SUCH
WAIVER OR FAILURE TO INSIST UPON STRICT COMPLIANCE WITH SUCH OBLIGATION,
COVENANT, AGREEMENT OR CONDITION SHALL NOT OPERATE AS A WAIVER OF, OR ESTOPPEL
WITH RESPECT TO, ANY SUBSEQUENT OR OTHER FAILURE. NO SINGLE OR PARTIAL EXERCISE
OF A RIGHT OR REMEDY SHALL PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR OF
ANY OTHER RIGHT OR REMEDY HEREUNDER. WHENEVER THIS AGREEMENT REQUIRES OR PERMITS
THE CONSENT BY OR ON BEHALF OF A PARTY, SUCH CONSENT SHALL BE GIVEN IN WRITING
IN THE SAME MANNER AS FOR WAIVERS OF COMPLIANCE.
8.6
NO THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT SHALL
ENTITLE ANY PERSON OR ENTITY (OTHER THAN A PARTY HERETO AND ITS RESPECTIVE
SUCCESSORS AND ASSIGNS PERMITTED HEREBY) TO ANY CLAIM, CAUSE OF ACTION, REMEDY
OR RIGHT OF ANY KIND.
8.7
NOTICES. ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
REQUIRED OR PERMITTED HEREUNDER SHALL BE MADE IN WRITING AND SHALL BE DEEMED TO
HAVE BEEN DULY GIVEN AND EFFECTIVE: (A) ON THE