OR PROCEEDING IS
IMPROPER.
EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER
THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
SERVICE OF PROCESS AND NOTICE THEREOF.
NOTHING CONTAINED HEREIN SHALL BE DEEMED
TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.
(E)
IF ANY PROVISION OF THIS AGREEMENT IS PROHIBITED BY LAW OR OTHERWISE
DETERMINED TO BE INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION,
THE PROVISION THAT WOULD OTHERWISE BE PROHIBITED, INVALID OR UNENFORCEABLE SHALL
BE DEEMED AMENDED TO APPLY TO THE BROADEST EXTENT THAT IT WOULD BE VALID AND
ENFORCEABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF SUCH PROVISION SHALL NOT
AFFECT THE VALIDITY OF THE REMAINING PROVISIONS OF THIS AGREEMENT SO LONG AS
THIS AGREEMENT AS SO MODIFIED CONTINUES TO EXPRESS, WITHOUT MATERIAL CHANGE, THE
ORIGINAL INTENTIONS OF THE PARTIES AS TO THE SUBJECT MATTER HEREOF AND THE
PROHIBITED NATURE, INVALIDITY OR UNENFORCEABILITY OF THE PROVISION(S) IN
QUESTION DOES NOT SUBSTANTIALLY IMPAIR THE RESPECTIVE EXPECTATIONS OR RECIPROCAL
OBLIGATIONS OF THE PARTIES OR THE PRACTICAL REALIZATION OF THE BENEFITS THAT
WOULD OTHERWISE BE CONFERRED UPON THE PARTIES.
THE PARTIES WILL ENDEAVOR IN
GOOD FAITH NEGOTIATIONS TO REPLACE THE PROHIBITED, INVALID OR UNENFORCEABLE
PROVISION(S) WITH A VALID PROVISION(S), THE EFFECT OF WHICH COMES AS CLOSE AS
POSSIBLE TO THAT OF THE PROHIBITED, INVALID OR UNENFORCEABLE PROVISION(S).
(F)
THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS (AS DEFINED IN THE
SECURITIES PURCHASE AGREEMENT) AND THE INSTRUMENTS REFERENCED HEREIN AND THEREIN
CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND THEREOF.
THERE ARE NO RESTRICTIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR
A-18
REFERRED TO HEREIN AND THEREIN.
THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS
AND THE INSTRUMENTS REFERENCED HEREIN AND THEREIN SUPERSEDE ALL PRIOR AGREEMENTS
AND UNDERSTANDINGS AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND THEREOF.
(G)
SUBJECT TO THE REQUIREMENTS OF SECTION 9, THIS AGREEMENT SHALL INURE TO
THE BENEFIT OF AND BE BINDING UPON THE PERMITTED SUCCESSORS AND ASSIGNS OF EACH
OF THE PARTIES HERETO.
(H)
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND
SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
(I)
THIS AGREEMENT MAY BE EXECUTED IN IDENTICAL COUNTERPARTS, EACH OF WHICH
SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
THIS AGREEMENT, ONCE EXECUTED BY A PARTY, MAY BE DELIVERED TO THE
OTHER PARTY HERETO BY FACSIMILE TRANSMISSION OF A COPY OF THIS AGREEMENT BEARING
THE SIGNATURE OF THE