COVENANTS, AND CONDITIONS CONTAINED HEREIN.
(C)
ENTIRE AGREEMENT.
THIS WARRANT, INCLUDING ANY OTHER
AGREEMENTS, EXHIBITS, AND SCHEDULES TO BE ENTERED INTO IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY AND SPECIFICALLY REFERENCED IN THIS WARRANT,
CONSTITUTES AND EMBODIES THE ENTIRE UNDERSTANDING AND AGREEMENT OF THE PARTIES
HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS
OR UNDERSTANDINGS OF THE PARTIES HERETO, WHETHER WRITTEN OR ORAL.
(D)
CONSTRUCTION.
EVERY COVENANT, TERM, AND PROVISION OF THIS
WARRANT SHALL BE CONSTRUED SIMPLY ACCORDING TO ITS FAIR MEANING AND NOT STRICTLY
FOR OR AGAINST ANY PARTY.
EVERY EXHIBIT, SCHEDULE, ATTACHMENT, OR OTHER
APPENDIX ATTACHED TO THIS WARRANT AND REFERRED TO HEREIN SHALL CONSTITUTE A PART
OF THIS WARRANT AND IS HEREBY INCORPORATED HEREIN BY REFERENCE.
ANY REFERENCE
TO ANY FEDERAL, STATE, LOCAL, OR FOREIGN STATUE OR LAW SHALL BE DEEMED ALSO TO
REFER TO ALL RULES AND REGULATIONS PROMULGATED THEREUNDER, UNLESS THE CONTEXT
REQUIRES OTHERWISE.
UNLESS THE CONTEXT CLEARLY REQUIRES OTHERWISE, (I) PLURAL
AND SINGULAR NUMBERS WILL EACH BE CONSTRUED TO INCLUDE THE OTHER; (II) THE
MASCULINE, FEMININE, AND NEUTER GENDERS WILL EACH BE CONSTRUED TO INCLUDE THE
OTHERS; (III) "SHALL," "WILL," "MUST," "AGREE," AND "COVENANTS" ARE EACH
MANDATORY; (IV) "MAY" IS
5
permissive; (v) "or" is not exclusive; (vi) "includes" and "including" are not
limiting; and (vii) "knowledge" will mean knowledge after due inquiry.
(E)
AMENDMENTS AND WAIVERS.
ANY TERM OF THIS WARRANT MAY BE
AMENDED AND THE OBSERVANCE OF ANY TERM OF THIS WARRANT MAY BE WAIVED (EITHER
GENERALLY OR IN A PARTICULAR INSTANCE AND EITHER RETROACTIVELY OR
PROSPECTIVELY), BUT ONLY WITH THE WRITTEN CONSENT OF THE PARTY OR PARTIES TO BE
BOUND THEREBY.
NO DELAY IN THE EXERCISE OF ANY RIGHT OR REMEDY UNDER THIS
WARRANT SHALL CONSTITUTE A WAIVER THEREOF AND THE WAIVER BY ANY PARTY OF ANY
RIGHT OR REMEDY UNDER THIS WARRANT ON ANY ONE OCCASION SHALL NOT BE DEEMED A
WAIVER OF SUCH RIGHT OR REMEDY ON ANY SUBSEQUENT OCCASION.
(F)
ASSIGNMENT.
THIS WARRANT SHALL NOT BE TRANSFERRED OR
ASSIGNED, WHETHER BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY.
(G)
NO THIRD PARTY BENEFICIARIES.
EXCEPT AS EXPRESSLY PROVIDED
HEREIN, NOTHING IN THIS WARRANT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON
ANY PARTY OTHER THAN THE PARTIES HERETO, OR THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, ANY RIGHTS, REMEDIES, OBLIGATIONS, OR LIABILITIES UNDER OR BY REASON OF
THIS WARRANT.
(H)
HEADINGS.
THE TITLES AND SUBTITLES USED IN THIS WARRANT ARE
USED FOR CONVENIENCE ONLY AND SHALL NOT BE CONSIDERED IN CONSTRUING OR
INTERPRETING THIS WARRANT.
(I)
GOVERNING LAW.
THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE
CONFLICT OF LAWS RULES OF SUCH STATE.
(J)
JURISDICTION.
ANY SUIT, ACTION OR PROCEEDING SEEKING TO
ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN CONNECTION
WITH, THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT IN ANY
COURT OF COMPETENT JURISDICTION IN SONOMA COUNTY, CALIFORNIA,