IN ANY SUCH COURT, REGARDLESS OF THE CONVENIENCE OR
INCONVENIENCE THEREOF TO ANY PARTY. SERVICE OF PROCESS IN ANY CIVIL ACTION
RELATING TO OR ARISING OUT OF THIS AGREEMENT (INCLUDING ALSO ALL EXHIBITS OR
SCHEDULES HERETO) OR THE TRANSACTION(S) CONTEMPLATED HEREIN MAY BE ACCOMPLISHED
IN ANY MANNER PROVIDED BY LAW. THE PARTIES HERETO AGREE THAT A FINAL,
NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL MANNER.
(B)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
IDENTICAL COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME
AGREEMENT AND SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH
PARTY AND SIGNATURE PAGES FROM SUCH COUNTERPARTS HAVE BEEN DELIVERED.
(C)
HEADINGS; GENDER, ETC. THE HEADINGS OF THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE AND SHALL NOT FORM A PART OF, OR AFFECT THE
INTERPRETATION OF THIS AGREEMENT. AS USED HEREIN, THE MASCULINE SHALL REFER TO
THE FEMININE AND NEUTER, THE FEMININE TO THE MASCULINE AND NEUTER, AND THE
NEUTER TO THE MASCULINE AND FEMININE, AS THE CONTEXT MAY REQUIRE. AS USED
HEREIN, UNLESS THE CONTEXT CLEARLY REQUIRES OTHERWISE, THE WORDS "HEREIN,"
"HEREUNDER" AND "HEREBY," SHALL REFER TO THIS ENTIRE AGREEMENT AND NOT ONLY TO
THE SECTION OR PARAGRAPH IN WHICH SUCH WORD APPEARS. IF ANY DATE SPECIFIED
HEREIN FALLS UPON A SATURDAY, SUNDAY OR PUBLIC OR LEGAL HOLIDAYS, THE DATE SHALL
BE CONSTRUED TO MEAN THE NEXT BUSINESS DAY FOLLOWING SUCH SATURDAY, SUNDAY OR
PUBLIC OR LEGAL HOLIDAY. FOR PURPOSES OF THIS AGREEMENT, A "BUSINESS DAY" IS ANY
DAY OTHER THAN A SATURDAY, SUNDAY OR PUBLIC OR LEGAL HOLIDAY.
(D)
SEVERABILITY. IF ANY PROVISION OF THIS AMENDMENT SHALL BE INVALID
OR UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY OR UNENFORCEABILITY SHALL
NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT IN
THAT JURISDICTION OR THE VALIDITY OR ENFORCEABILITY OF ANY PROVISION OF THIS
AGREEMENT IN ANY OTHER JURISDICTION.
(E)
ENTIRE AGREEMENT; AMENDMENTS. THIS AMENDMENT 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 PURCHASER MAKES ANY REPRESENTATION,
WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT TO SUCH MATTERS. NO PROVISION OF
THIS AMENDMENT MAY BE WAIVED OR AMENDED OTHER THAN BY AN INSTRUMENT IN WRITING
SIGNED BY THE PARTY TO BE CHARGED WITH ENFORCEMENT. NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, THE COVENANTS OF THE COMPANY PERTAINING TO REGISTRATION
RIGHTS AND THE RELEASE PROVISIONS CONTAINED IN THE SECOND AMENDMENT SHALL REMAIN
IN FORCE AND EFFECT.
8
(F)
NOTICES. ANY NOTICES REQUIRED OR PERMITTED TO BE GIVEN UNDER THE
TERMS OF THIS AMENDMENT SHALL BE SENT BY U.S. MAIL OR DELIVERED PERSONALLY OR BY
COURIER OR VIA FACSIMILE (IF VIA FACSIMILE, TO BE FOLLOWED WITHIN THREE
(3) BUSINESS DAYS BY AN ORIGINAL OF THE NOTICE DOCUMENT VIA U.S. MAIL OR
COURIER) AND SHALL BE