PROCEEDING
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT BY MAILING A
COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH
EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT
UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.
NOTHING CONTAINED HEREIN
SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.
B.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT AND SHALL BECOME EFFECTIVE WHEN
COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY AND DELIVERED TO THE OTHER PARTY.
C.
HEADINGS.
THE HEADINGS OF THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT FORM PART OF, OR AFFECT THE
INTERPRETATION OF, THIS AGREEMENT.
D.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF THIS
AGREEMENT IS INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF
LAW, THEN SUCH PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY
CONFLICT THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH STATUTE OR
RULE OF LAW.
ANY PROVISION HEREOF WHICH MAY PROVE INVALID OR
17
UNENFORCEABLE UNDER ANY LAW SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF
ANY OTHER PROVISION HEREOF.
E.
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT AND THE
INSTRUMENTS REFERENCED HEREIN CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES
WITH RESPECT TO THE MATTERS COVERED HEREIN AND THEREIN AND, EXCEPT AS
SPECIFICALLY SET FORTH HEREIN OR THEREIN, NEITHER THE COMPANY NOR THE BUYER
MAKES ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT TO SUCH
MATTERS.
NO PROVISION OF THIS AGREEMENT MAY BE WAIVED OR AMENDED OTHER THAN BY
AN INSTRUMENT IN WRITING SIGNED BY THE MAJORITY IN INTEREST OF THE BUYER.
F.
NOTICES.
ALL NOTICES, DEMANDS, REQUESTS, CONSENTS,
APPROVALS, AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER SHALL BE IN
WRITING AND, UNLESS OTHERWISE SPECIFIED HEREIN, SHALL BE (I) PERSONALLY SERVED,
(II) DEPOSITED IN THE MAIL, REGISTERED OR CERTIFIED, RETURN RECEIPT REQUESTED,
POSTAGE PREPAID, (III) DELIVERED BY REPUTABLE AIR COURIER SERVICE WITH CHARGES
PREPAID, OR (IV) TRANSMITTED BY HAND DELIVERY, TELEGRAM, OR FACSIMILE, ADDRESSED
AS SET FORTH BELOW OR TO SUCH OTHER ADDRESS AS SUCH PARTY SHALL HAVE SPECIFIED
MOST RECENTLY BY WRITTEN NOTICE.
ANY NOTICE OR OTHER COMMUNICATION REQUIRED OR
PERMITTED TO BE GIVEN HEREUNDER SHALL BE DEEMED EFFECTIVE (A) UPON HAND DELIVERY
OR DELIVERY BY FACSIMILE, WITH ACCURATE CONFIRMATION GENERATED BY THE
TRANSMITTING FACSIMILE MACHINE, AT THE ADDRESS OR NUMBER DESIGNATED BELOW (IF
DELIVERED ON A BUSINESS DAY DURING NORMAL BUSINESS HOURS WHERE SUCH NOTICE IS TO
BE RECEIVED), OR THE FIRST BUSINESS DAY FOLLOWING SUCH DELIVERY (IF DELIVERED
OTHER THAN ON A BUSINESS DAY DURING NORMAL BUSINESS HOURS WHERE SUCH NOTICE IS
TO BE RECEIVED) OR (B) ON THE SECOND BUSINESS DAY FOLLOWING THE DATE OF MAILING
BY EXPRESS COURIER SERVICE, FULLY PREPAID, ADDRESSED