INJUNCTION OR RESTRAINING
ORDER RESTRAINING SUCH BREACH, VIOLATION OR DEFAULT OR THREATENED BREACH,
VIOLATION OR DEFAULT AND TO ANY OTHER EQUITABLE RELIEF, INCLUDING, WITHOUT
LIMITATION, SPECIFIC PERFORMANCE OF THE TERMS AND PROVISIONS OF THIS AGREEMENT,
IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED, AT LAW OR
EQUITY.
THE COMPANY AND EACH MEMBER FURTHER AGREE THAT, IN THE EVENT OF ANY
ACTION FOR AN INJUNCTION OR OTHER EQUITABLE REMEDY IN RESPECT OF SUCH BREACH OR
ENFORCEMENT OF SPECIFIC PERFORMANCE, IT WILL NOT ASSERT THE DEFENSE THAT A
REMEDY AT LAW WOULD BE ADEQUATE.
NOTHING STATED HEREIN SHALL LIMIT ANY OTHER
REMEDIES PROVIDED UNDER THIS AGREEMENT OR AVAILABLE TO THE PARTIES AT LAW OR
EQUITY.
10.5
NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF, AND BE BINDING UPON, THE PARTIES HERETO AND THEIR RESPECTIVE LEGAL
REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS AND TRANSFEREES.
EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, IS INTENDED TO CONFER UPON ANY OTHER PERSON ANY RIGHTS OR REMEDIES OF
ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
10.6
NOTICES.
ANY NOTICE, INSTRUCTION, DIRECTION, DEMAND OR OTHER
COMMUNICATION REQUIRED UNDER THE TERMS OF THIS AGREEMENT SHALL BE IN WRITING AND
SHALL BE DELIVERED BY HAND, FACSIMILE TRANSMISSION, ELECTRONIC MAIL OR
NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE (WITH POSTAGE PREPAID) AND
SHALL BE DEEMED GIVEN WHEN RECEIVED IF DELIVERED ON A BUSINESS DAY DURING NORMAL
BUSINESS HOURS OF THE RECIPIENT OR, IF NOT SO DELIVERED, ON THE NEXT BUSINESS
DAY FOLLOWING RECEIPT.
NOTICES TO THE COMPANY OR ANY MEMBER SHALL BE DELIVERED
TO THE COMPANY OR SUCH MEMBER AS SET FORTH IN EXHIBIT A, AS IT MAY BE REVISED
FROM TIME TO TIME.
10.7
SEVERABILITY.
IF ANY TERM OR OTHER PROVISION OF THIS AGREEMENT
SHALL BE DETERMINED BY A COURT, ADMINISTRATIVE AGENCY OR ARBITRATOR TO BE
INVALID, ILLEGAL OR UNENFORCEABLE, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT RENDER THE ENTIRE AGREEMENT INVALID. RATHER, THIS
AGREEMENT SHALL BE CONSTRUED AS IF NOT CONTAINING THE PARTICULAR INVALID,
ILLEGAL OR UNENFORCEABLE PROVISION, AND ALL OTHER PROVISIONS OF THIS AGREEMENT
SHALL NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT SO LONG AS THE ECONOMIC OR
LEGAL SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT AFFECTED IN ANY
MANNER MATERIALLY ADVERSE TO EITHER THE COMPANY OR THE MEMBERS.
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UPON SUCH DETERMINATION THAT ANY TERM OR OTHER PROVISION IS INVALID, ILLEGAL OR
UNENFORCEABLE, THE COMPANY AND THE MEMBERS SHALL NEGOTIATE IN GOOD FAITH TO
MODIFY THIS AGREEMENT SO AS TO EFFECT THE ORIGINAL INTENT OF THE MEMBERS AS
CLOSELY AS POSSIBLE IN A REASONABLY ACCEPTABLE MANNER TO THE END THAT THE
TRANSACTIONS CONTEMPLATED HEREBY ARE FULFILLED TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW.
10.8
COUNTERPARTS AND SIGNATURE.
THIS AGREEMENT MAY BE EXECUTED IN
SEPARATE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF
WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS
AGREEMENT MAY BE EXECUTED BY ELECTRONIC TRANSMISSION, INCLUDING BY FACSIMILE OR
ELECTRONIC