SHALL ANY DELAY OR
OMISSION OF ANY PARTY TO EXERCISE ANY RIGHT HEREUNDER IN ANY MANNER IMPAIR THE
EXERCISE OF ANY SUCH RIGHT ACCRUING TO IT THEREAFTER.
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SECTION 8.6
HEADINGS. THE ARTICLE,
SECTION AND SUBSECTION HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND
SHALL NOT CONSTITUTE A PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE AND SHALL
NOT BE DEEMED TO LIMIT OR AFFECT ANY OF THE PROVISIONS HEREOF.
SECTION 8.7
SUCCESSORS AND ASSIGNS. THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES AND
THEIR SUCCESSORS AND ASSIGNS. AFTER THE CLOSING, THE ASSIGNMENT BY A PARTY TO
THIS AGREEMENT OF ANY RIGHTS HEREUNDER SHALL NOT AFFECT THE OBLIGATIONS OF SUCH
PARTY UNDER THIS AGREEMENT. AFTER THE CLOSING, THE PURCHASERS, IN COMPLIANCE
WITH ALL APPLICABLE SECURITIES LAWS, MAY ASSIGN THE SHARES, THE WARRANTS, THE
AIRS AND THEIR RIGHTS UNDER THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
AND ANY OTHER RIGHTS HERETO AND THERETO WITHOUT THE CONSENT OF THE COMPANY.
SECTION 8.8
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS AND IS NOT FOR THE BENEFIT OF, NOR
MAY ANY PROVISION HEREOF BE ENFORCED BY, ANY OTHER PERSON (OTHER THAN
INDEMNIFIED PARTIES, AS CONTEMPLATED BY ARTICLE VII).
SECTION 8.9
GOVERNING LAW. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS.
THIS AGREEMENT SHALL NOT BE INTERPRETED OR CONSTRUED WITH ANY PRESUMPTION
AGAINST THE PARTY CAUSING THIS AGREEMENT TO BE DRAFTED.
SECTION 8.10
SURVIVAL. THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS AND COVENANTS OF THE COMPANY AND THE PURCHASERS SET FORTH
THIS AGREEMENT SHALL SURVIVE THE EXECUTION AND DELIVERY HEREOF AND THE CLOSING
HEREUNDER.
SECTION 8.11
COUNTERPARTS. THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT AND SHALL BECOME EFFECTIVE WHEN
COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY AND DELIVERED TO THE OTHER PARTIES
HERETO, IT BEING UNDERSTOOD THAT ALL PARTIES NEED NOT SIGN THE SAME COUNTERPART.
SECTION 8.12
PUBLICITY. THE COMPANY AGREES THAT
IT WILL NOT DISCLOSE, AND WILL NOT INCLUDE IN ANY PUBLIC ANNOUNCEMENT, THE NAMES
OF THE PURCHASERS WITHOUT THE CONSENT OF THE PURCHASERS IN ACCORDANCE WITH
SECTION 8.3, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, OR
UNLESS AND UNTIL SUCH DISCLOSURE IS REQUIRED BY LAW, RULE OR APPLICABLE
REGULATION, AND THEN ONLY TO THE EXTENT OF SUCH REQUIREMENT.
SECTION 8.13
SEVERABILITY. THE PROVISIONS OF THIS
AGREEMENT ARE SEVERABLE AND, IN THE EVENT THAT ANY COURT OF COMPETENT
JURISDICTION SHALL DETERMINE THAT ANY ONE OR MORE OF THE PROVISIONS OR PART OF
THE PROVISIONS CONTAINED IN THIS AGREEMENT SHALL, FOR ANY REASON, BE HELD TO BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION OR PART OF A PROVISION OF
THIS AGREEMENT AND THIS AGREEMENT SHALL BE