TO ANY PARTY UPON ANY BREACH, DEFAULT OR
NONCOMPLIANCE BY ANY OTHER PARTY UNDER THIS AGREEMENT OR THE STOCK PURCHASE
AGREEMENT SHALL IMPAIR ANY SUCH RIGHT, POWER OR REMEDY, NOR SHALL IT BE
CONSTRUED TO BE A WAIVER OF ANY SUCH BREACH, DEFAULT OR NONCOMPLIANCE THEREAFTER
OCCURRING.
IT IS FURTHER AGREED THAT ANY WAIVER, PERMIT, CONSENT OR APPROVAL OF
ANY KIND OR CHARACTER BY ANY PARTY OF ANY BREACH, DEFAULT OR NONCOMPLIANCE UNDER
THIS AGREEMENT OR THE STOCK PURCHASE AGREEMENT OR ANY WAIVER BY ANY PARTY OF ANY
PROVISIONS OR CONDITIONS OF THIS AGREEMENT OR THE STOCK PURCHASE AGREEMENT MUST
BE IN WRITING AND SHALL BE EFFECTIVE ONLY TO THE EXTENT SPECIFICALLY SET FORTH
IN SUCH WRITING.
ALL REMEDIES, UNDER THIS AGREEMENT, THE STOCK PURCHASE
AGREEMENT, BY LAW OR OTHERWISE AFFORDED TO ANY PARTY SHALL BE CUMULATIVE AND NOT
ALTERNATIVE.
AMENDMENTS AND WAIVERS.
ANY TERM OF THIS AGREEMENT MAY BE AMENDED AND THE
OBSERVANCE OF ANY TERM OF THIS AGREEMENT MAY BE WAIVED (EITHER GENERALLY OR IN A
PARTICULAR INSTANCE AND EITHER RETROACTIVELY OR PROSPECTIVELY), ONLY WITH THE
WRITTEN CONSENT OF EACH OF THE PARTIES.
ANY AMENDMENT OR WAIVER EFFECTED IN
ACCORDANCE WITH THIS PARAGRAPH SHALL BE BINDING UPON EACH OF THE PARTIES.
SEVERABILITY.
IN CASE ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID, ILLEGAL
OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
ENTIRE AGREEMENT.
THIS AGREEMENT, THE STOCK PURCHASE AGREEMENT AND THE
DOCUMENTS DELIVERED PURSUANT HERETO AND THERETO CONSTITUTE THE FULL AND ENTIRE
AGREEMENT AMONG THE PARTIES WITH REGARD TO THE SUBJECT MATTER HEREOF AND
THEREOF.
NO RESTRICTIONS ON POST-CLOSING COMPETITIVE ACTIVITIES: CORPORATE OPPORTUNITIES.
IT IS THE EXPLICIT INTENT OF EACH OF THE PARTIES THAT THE PROVISIONS OF THIS
AGREEMENT SHALL NOT INCLUDE ANY NON-COMPETITION OR OTHER SIMILAR RESTRICTIVE
ARRANGEMENTS WITH RESPECT TO THE RANGE OF BUSINESS ACTIVITIES WHICH MAY BE
CONDUCTED BY THE PARTIES.
ACCORDINGLY, EACH OF THE PARTIES ACKNOWLEDGES AND
AGREES THAT NOTHING SET FORTH IN THIS AGREEMENT SHALL BE CONSTRUED TO CREATE ANY
EXPLICIT OR IMPLIED RESTRICTION OR OTHER LIMITATION ON THE ABILITY OF
ANY PARTY TO ENGAGE IN ANY BUSINESS OR OTHER ACTIVITY WHICH COMPETES WITH THE
BUSINESS OF ANY OTHER PARTY HERETO OR THE ABILITY OF ANY PARTY TO
ENGAGE IN ANY SPECIFIC LINE OF BUSINESS OR ENGAGE IN ANY BUSINESS ACTIVITY IN
ANY SPECIFIC GEOGRAPHIC AREA.
EXCEPT AS WOULD OTHERWISE RESULT IN A VIOLATION OF LAW BY THE INVESTOR OR ANY OF
ITS AFFILIATES (EXCLUDING, FOR PURPOSES OF THIS SECTION 5.10(B), THE COMPANY TO
THE EXTENT IT MAY BE CONSIDERED TO BE AN AFFILIATE THEREOF), THE INVESTOR AND
ITS AFFILIATES SHALL HAVE THE RIGHT TO, AND SHALL HAVE NO DUTY NOT TO,
ENGAGE IN THE SAME OR SIMILAR BUSINESS ACTIVITIES OR LINES OF BUSINESS
AS THE COMPANY OR ANY OF ITS SUBSIDIARIES, DO BUSINESS WITH ANY CLIENT
OR CUSTOMER OF THE COMPANY AND ITS SUBSIDIARIES AND EMPLOY OR
OTHERWISE ENGAGE ANY OFFICER OR EMPLOYEE OF