IMPAIR THE RIGHTS OF THE STOCKHOLDER GRANTING SUCH WAIVER IN ANY OTHER RESPECT
OR AT ANY OTHER TIME.
4.7
ASSIGNMENT.
NEITHER THIS AGREEMENT NOR ANY RIGHT OR OBLIGATION
ARISING UNDER THIS AGREEMENT MAY BE ASSIGNED BY ANY PARTY WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTIES.
4.8
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND
PERMITTED ASSIGNS.
4.9
NO THIRD PARTY BENEFICIARIES.
NOTHING IN THIS AGREEMENT SHALL
CONFER ANY RIGHTS UPON ANY PERSON OTHER THAN THE PARTIES HERETO AND EACH SUCH
PARTY'S RESPECTIVE HEIRS, SUCCESSORS AND PERMITTED ASSIGNS.
4.10
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS, WAIVERS AND OTHER
COMMUNICATIONS REQUIRED OR PERMITTED TO BE GIVEN UNDER THIS AGREEMENT SHALL BE
IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF (A) DELIVERED
PERSONALLY, (B) MAILED, CERTIFIED OR REGISTERED MAIL WITH POSTAGE PREPAID,
(C) SENT BY REPUTABLE OVERNIGHT COURIER OR (D) SENT BY FAX (PROVIDED A
CONFIRMATION COPY IS SENT BY ONE OF THE OTHER METHODS SET FORTH ABOVE), AS
FOLLOWS (OR TO SUCH OTHER ADDRESS AS THE PARTY ENTITLED TO NOTICE SHALL
HEREAFTER DESIGNATE IN ACCORDANCE WITH THE TERMS HEREOF):
(I)
IF TO THE COMPANY, ADDRESSED TO IT AT:
595 SUMMER STREET
SUITE 300
STAMFORD, CT 06901-2304
ATTENTION:
CHIEF EXECUTIVE OFFICER
FAX NUMBER:
(203) 425-9562
(II)
IF TO ANY PERSON THAT IS A STOCKHOLDER AS OF
THE DATE HEREOF, TO ITS ADDRESS SET FORTH ON THE SIGNATURE PAGE OF SUCH
STOCKHOLDER TO THIS AGREEMENT,
26
WITH A COPY (WHICH SHALL NOT CONSTITUTE NOTICE) TO ANY PARTY SO INDICATED
THEREON; OR
(III)
IF TO ANY PERSON THAT BECOMES A STOCKHOLDER AFTER THE DATE
HEREOF, TO THE NAME AND ADDRESS SPECIFIED FOR SUCH STOCKHOLDER IN THE JOINDER
AGREEMENT TO THIS AGREEMENT EXECUTED AND DELIVERED BY SUCH STOCKHOLDER IN
ACCORDANCE WITH SECTION 2.1(D).
ALL SUCH NOTICES, REQUESTS, DEMANDS, WAIVERS AND OTHER COMMUNICATIONS SHALL BE
DEEMED TO HAVE BEEN RECEIVED (W) IF BY PERSONAL DELIVERY, ON THE DAY DELIVERED,
(X) IF BY CERTIFIED OR REGISTERED MAIL, ON THE FIFTH BUSINESS DAY AFTER THE
MAILING THEREOF, (Y) IF BY OVERNIGHT COURIER, ON THE DAY DELIVERED, OR (Z) IF BY
FAX, ON THE DAY DELIVERED.
4.11
SEVERABILITY.
ANY TERM OR PROVISION OF THIS AGREEMENT WHICH IS
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO THAT
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY WITHOUT RENDERING INVALID, ILLEGAL OR UNENFORCEABLE THE
REMAINING TERMS AND PROVISIONS OF THIS AGREEMENT OR AFFECTING THE VALIDITY,
ILLEGALITY OR ENFORCEABILITY OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT
IN ANY OTHER JURISDICTION.
IF ANY PROVISION OF THIS AGREEMENT IS SO BROAD AS TO
BE UNENFORCEABLE, THE PROVISION SHALL BE INTERPRETED TO BE ONLY SO BROAD AS IS
ENFORCEABLE.
UPON SUCH DETERMINATION THAT ANY TERM OR OTHER PROVISION IS
INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED, THE PARTIES SHALL NEGOTIATE IN
GOOD FAITH TO MODIFY THIS AGREEMENT SO AS TO EFFECT THE ORIGINAL INTENT OF THE
PARTIES