MAY HAVE
BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING
IN ANY SUCH COURT.
AT THE OPTION OF THE SENIOR CREDITOR, THE JUNIOR CREDITOR
WAIVES, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY, AND WAIVES ANY BOND OR
SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED
OF THE SENIOR CREDITOR.
NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE
SENIOR CREDITOR TO BRING ANY ACTION OR PROCEEDING AGAINST THE JUNIOR CREDITOR OR
THE JUNIOR CREDITOR'S PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.
15.
GOVERNING LAW.
THIS AGREEMENT SHALL (IRRESPECTIVE OF THE PLACE
WHERE IT IS EXECUTED AND DELIVERED) BE GOVERNED, CONSTRUED AND CONTROLLED BY AND
UNDER THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAWS).
16.
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON, AND SHALL
INURE TO THE BENEFIT OF, THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
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17.
CAPTIONS.
THE SECTION TITLES UTILIZED IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY, AND SHALL NOT AFFECT THE CONSTRUCTION OR INTERPRETATION OF
THIS AGREEMENT OR ANY OF THE PROVISIONS HEREOF.
18.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY FAX SIGNATURE PAGES, EACH OF WHICH SHALL BE DEEMED TO
CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
19.
SEVERABILITY.
IN THE EVENT AND TO THE EXTENT THAT ANY PROVISION
OF THIS AGREEMENT SHALL BE HELD INVALID OR UNENFORCEABLE, SUCH INVALIDITY OR
UNENFORCEABILITY SHALL NOT EFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISIONS OF THIS AGREEMENT, ALL OF WHICH SHALL REMAIN FULLY ENFORCEABLE AS SET
FORTH HEREIN.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officers on and as of the date first set forth above.
COMVEST INVESTMENT PARTNERS II LLC
By:
/s/ Larry E. Lenig, Jr.
HOLOGIC, INC.
By:
/s/ Glenn P. Muir
FISCHER IMAGING CORPORATION
By:
/s/ Harris Ravine
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