to or in exchange for the
Acquired Shares.
8.3
SPECIFIC PERFORMANCE.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE
THAT IN THE EVENT OF ANY BREACH OF THIS AGREEMENT, THE NON-BREACHING PARTIES
WOULD BE IRREPARABLY HARMED AND COULD NOT BE MADE WHOLE BY MONETARY DAMAGES.
IT
IS ACCORDINGLY AGREED THAT THE PARTIES HERETO SHALL AND
11
DO HEREBY WAIVE THE DEFENSE IN ANY ACTION FOR SPECIFIC PERFORMANCE THAT A REMEDY
AT LAW WOULD BE ADEQUATE AND THAT THE PARTIES HERETO, IN ADDITION TO ANY OTHER
REMEDY TO WHICH THEY MAY BE ENTITLED AT LAW OR IN EQUITY, SHALL BE ENTITLED TO
COMPEL SPECIFIC PERFORMANCE OF THIS AGREEMENT IN ANY ACTION INSTITUTED
HEREUNDER.
8.4
AMENDMENTS AND WAIVERS.
THE FAILURE OF ANY PARTY TO ENFORCE ANY OF
THE PROVISIONS OF THIS AGREEMENT SHALL IN NO WAY BE CONSTRUED AS A WAIVER OF
SUCH PROVISIONS AND SHALL NOT AFFECT THE RIGHT OF SUCH PARTY THEREAFTER TO
ENFORCE EACH AND EVERY PROVISION OF THIS AGREEMENT IN ACCORDANCE WITH ITS
TERMS.
NO MODIFICATION, AMENDMENT, OR WAIVER OF ANY PROVISION OF THIS AGREEMENT
SHALL BE EFFECTIVE AGAINST THE HOLDERS OR SKYTERRA EXCEPT BY A WRITTEN AGREEMENT
SIGNED BY THE HOLDERS HOLDING ACQUIRED SHARES AND SKYTERRA.
8.5
SUCCESSORS AND ASSIGNS.
ALL COVENANTS AND AGREEMENTS IN THIS
AGREEMENT BY OR ON BEHALF OF ANY OF THE PARTIES HERETO SHALL BIND AND INURE TO
THE BENEFIT OF THE RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS OF THE PARTIES
HERETO WHETHER SO EXPRESSED OR NOT INCLUDING, WITHOUT LIMITATION, ANY PERSON
WHICH IS THE SUCCESSOR TO THE HOLDERS OR SKYTERRA.
8.6
SEVERABILITY.
IF ANY TERM, PROVISION, COVENANT OR RESTRICTION OF
THIS AGREEMENT, OR ANY PART THEREOF, IS HELD BY A COURT OF COMPETENT
JURISDICTION OR ANY FOREIGN FEDERAL, STATE, COUNTY, OR LOCAL GOVERNMENT OR ANY
OTHER GOVERNMENTAL, REGULATORY, OR ADMINISTRATIVE AGENCY OR AUTHORITY TO BE
INVALID, VOID, UNENFORCEABLE, OR AGAINST PUBLIC POLICY FOR ANY REASON, THE
REMAINDER OF THE TERMS, PROVISIONS, COVENANTS, AND RESTRICTIONS OF THIS
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED,
IMPAIRED, OR INVALIDATED.
8.7
ENTIRE AGREEMENT.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN,
THIS DOCUMENT EMBODIES THE COMPLETE AGREEMENT AND UNDERSTANDING AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES AND
PREEMPTS ANY PRIOR UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS BY OR AMONG
THE PARTIES, WRITTEN OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT MATTER
HEREOF IN ANY WAY.
8.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT, AND IT SHALL NOT BE NECESSARY IN MAKING
PROOF OF THIS AGREEMENT TO PRODUCE OR ACCOUNT FOR MORE THAN ONE SUCH
COUNTERPART.
8.9
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING OF TERMS
CONTAINED HEREIN.
8.10
GOVERNING LAW; CONSENT OF EXCLUSIVE JURISDICTION; WAIVER OF JURY
TRIAL.
THIS AGREEMENT AND THE VALIDITY AND PERFORMANCE OF THE TERMS HEREOF