COMPANY MAY NOT ASSIGN ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT
THE WRITTEN CONSENT OF EACH INVESTOR.
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6.3
NO RELIANCE.
EACH PARTY ACKNOWLEDGES THAT (I) IT HAS SUCH
KNOWLEDGE IN BUSINESS AND FINANCIAL MATTERS AS TO BE FULLY CAPABLE OF EVALUATING
THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, (II) IT IS NOT RELYING ON ANY ADVICE OR
REPRESENTATION OF ANY OTHER PARTY IN CONNECTION WITH ENTERING INTO THIS
AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR SUCH TRANSACTIONS (OTHER THAN THE
REPRESENTATIONS MADE IN THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS),
(III) IT HAS NOT RECEIVED FROM ANY OTHER PARTY ANY ASSURANCE OR GUARANTEE AS TO
THE MERITS (WHETHER LEGAL, REGULATORY, TAX, FINANCIAL OR OTHERWISE) OF ENTERING
INTO THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS OR THE PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER AND THEREUNDER, AND (IV) IT HAS CONSULTED WITH ITS OWN
LEGAL, REGULATORY, TAX, BUSINESS, INVESTMENT, FINANCIAL AND ACCOUNTING ADVISORS
TO THE EXTENT THAT IT HAS DEEMED NECESSARY, AND HAS ENTERED INTO THIS AGREEMENT
AND THE OTHER TRANSACTION DOCUMENTS BASED ON ITS OWN INDEPENDENT JUDGMENT AND ON
THE ADVICE OF ITS ADVISORS AS IT HAS DEEMED NECESSARY, AND NOT ON ANY VIEW
(WHETHER WRITTEN OR ORAL) EXPRESSED BY ANY OTHER PARTY.
6.4
INDEPENDENT NATURE OF INVESTORS' OBLIGATIONS AND RIGHTS.
THE
OBLIGATIONS OF EACH INVESTOR HEREUNDER ARE SEVERAL AND NOT JOINT WITH THE
OBLIGATIONS OF THE OTHER INVESTORS HEREUNDER, AND NO INVESTOR SHALL BE
RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER
INVESTOR HEREUNDER.
THE COMPANY ACKNOWLEDGES AND AGREES THAT NOTHING CONTAINED
HEREIN OR IN ANY OTHER AGREEMENT OR DOCUMENT DELIVERED AT CLOSING, AND NO ACTION
TAKEN BY ANY INVESTOR PURSUANT HERETO OR THERETO, SHALL BE DEEMED TO CONSTITUTE
THE INVESTORS AS A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER
KIND OF ENTITY, OR A "GROUP" AS DESCRIBED IN SECTION 13(D) OF THE EXCHANGE ACT,
OR CREATE A PRESUMPTION THAT THE INVESTORS ARE IN ANY WAY ACTING IN CONCERT WITH
RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH INVESTOR HAS BEEN REPRESENTED BY ITS OWN SEPARATE COUNSEL IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE ENTITLED TO PROTECT AND
ENFORCE ITS RIGHTS, INCLUDING WITHOUT LIMITATION RIGHTS ARISING OUT OF THIS
AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, INDIVIDUALLY, AND SHALL NOT BE
REQUIRED TO BE JOIN ANY OTHER INVESTOR AS AN ADDITIONAL PARTY IN ANY PROCEEDING
FOR SUCH PURPOSE.
6.5
INVESTORS' TRADING ACTIVITY.
THE COMPANY ACKNOWLEDGES THAT,
FOLLOWING THE CLOSING AND THE PRESS RELEASE DESCRIBED IN SECTION 4.1 OF THIS
AGREEMENT, EACH INVESTOR SHALL HAVE THE RIGHT TO PURCHASE OR SELL, LONG OR
SHORT, COMMON STOCK AND INSTRUMENTS OR CONTRACTS WHOSE VALUE IS DERIVED FROM THE
MARKET VALUE OF THE COMMON STOCK, AND THAT SALES OF OR CERTAIN DERIVATIVE
TRANSACTIONS RELATING TO THE COMMON STOCK MAY HAVE A NEGATIVE IMPACT ON THE
MARKET PRICE OF THE COMMON STOCK.
6.6
INJUNCTIVE RELIEF.
THE COMPANY ACKNOWLEDGES AND AGREES THAT A
BREACH BY IT OF