EXECUTION IN COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE
OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME DOCUMENT.
15.4
ENTIRE AGREEMENT.
THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS,
THE RELATED AGREEMENTS AND THE DOCUMENTS TO BE DELIVERED HEREUNDER AND
THEREUNDER CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES
HERETO CONCERNING THE SUBJECT MATTER HEREOF.
ALL NEGOTIATIONS AND WRITINGS
BETWEEN THE PARTIES HERETO ARE MERGED INTO THIS AGREEMENT, AND THERE ARE NO
REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERSTANDINGS, OR AGREEMENTS, ORAL OR
OTHERWISE, IN RELATION THERETO BETWEEN THE PARTIES OTHER THAN THOSE INCORPORATED
HEREIN OR TO BE DELIVERED HEREUNDER.
15.5
GOVERNING LAW.
THIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT
IS TO BE DELIVERED IN AND SHOULD BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICT OF LAWS
PRINCIPLES.
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15.6
SUBMISSION TO JURISDICTION.
THE PARTIES AGREE THAT ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY OTHER TRANSACTION
DOCUMENT OR ANY DOCUMENT RELATING HERETO MAY BE BROUGHT ONLY IN EITHER (A) THE
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, OR (B) A STATE COURT
OF THE STATE OF DELAWARE.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION
INCLUDING WITHOUT LIMITATION ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH RESPECTIVE COURT.
15.7
MODIFICATION.
THIS AGREEMENT CANNOT BE MODIFIED OR AMENDED EXCEPT
IN WRITING SIGNED BY EACH OF THE PARTIES HERETO.
15.8
BINDING EFFECT; AGREEMENT.
THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
THIS AGREEMENT IS NOT ASSIGNABLE BY ANY PARTY WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTIES, EXCEPT IN THE CASE OF A SALE OF THE
COMPANY SOLELY IN ACCORDANCE WITH SECTION 3.4(D).
15.9
WAIVERS AND AMENDMENTS.
THIS AGREEMENT MAY BE AMENDED, SUPERSEDED,
CANCELED, RENEWED OR EXTENDED, AND THE TERMS HEREOF MAY BE WAIVED, ONLY BY A
WRITTEN INSTRUMENT SIGNED BY PARENT AND THE STOCKHOLDER OR, IN THE CASE OF A
WAIVER, BY THE PARTY WAIVING COMPLIANCE.
NO DELAY ON THE PART OF ANY PARTY IN
EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY WAIVER ON THE PART OF ANY PARTY OF ANY SUCH RIGHT, POWER
OR PRIVILEGE, NOR ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR
PRIVILEGE, PRECLUDE ANY FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
SUCH RIGHT, POWER OR PRIVILEGE.
15.10
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED
SEVERABLE, AND IF ANY PART OF ANY PROVISION IS HELD TO BE ILLEGAL, VOID,
VOIDABLE, INVALID, NONBINDING OR
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UNENFORCEABLE IN ITS ENTIRETY OR PARTIALLY OR AS TO ANY PARTY, FOR ANY REASON,
SUCH PROVISION MAY BE CHANGED, CONSISTENT WITH THE INTENT OF THE PARTIES