BE
EXECUTED IN
SEPARATE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL,
AND BOTH OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
6.5
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING
ALL AGREEMENTS ENTERED INTO PURSUANT HERETO AND ALL CERTIFICATES AND INSTRUMENTS
DELIVERED PURSUANT HERETO AND THERETO) CONSTITUTE THE ENTIRE AGREEMENT OF THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AND
CONTEMPORANEOUS AGREEMENTS, REPRESENTATIONS, UNDERSTANDINGS, NEGOTIATIONS AND
DISCUSSIONS BETWEEN THE PARTIES, WHETHER ORAL OR WRITTEN.
6.6
MODIFICATIONS AND AMENDMENTS.
NO AMENDMENT,
MODIFICATION OR TERMINATION OF THIS AGREEMENT SHALL BE BINDING UPON ANY PARTY
UNLESS EXECUTED IN WRITING BY SUCH PARTY.
6.7
TITLES AND HEADINGS.
TITLES AND HEADINGS OF
SECTIONS OF THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE
CONSTRUCTION OF ANY PROVISION OF THIS AGREEMENT.
6.8
WAIVERS AND EXTENSIONS.
ANY PARTY ENTITLED
TO BENEFITS UNDER THIS AGREEMENT MAY WAIVE ANY RIGHT, BREACH OR DEFAULT WHICH
SUCH PARTY HAS THE RIGHT TO WAIVE;
PROVIDED, THAT SUCH WAIVER WILL NOT BE
EFFECTIVE AGAINST THE WAIVING PARTY UNLESS IT IS IN WRITING, IS SIGNED BY SUCH
PARTY, AND SPECIFICALLY REFERS TO THIS AGREEMENT.
WAIVERS MAY BE MADE IN
ADVANCE OR AFTER THE RIGHT WAIVED HAS ARISEN OR THE BREACH OR DEFAULT WAIVED HAS
OCCURRED.
ANY WAIVER MAY BE CONDITIONAL.
NO WAIVER OF ANY BREACH OF ANY
AGREEMENT OR PROVISION HEREIN CONTAINED SHALL BE DEEMED A WAIVER OF ANY
PRECEDING OR SUCCEEDING BREACH THEREOF NOR OF ANY OTHER AGREEMENT OR PROVISION
HEREIN CONTAINED.
NO WAIVER OR EXTENSION OF TIME FOR PERFORMANCE OF ANY
OBLIGATIONS OR ACTS SHALL BE DEEMED A WAIVER OR EXTENSION OF THE TIME FOR
PERFORMANCE OF
14
ANY OTHER OBLIGATIONS OR ACTS.
6.9
REMEDIES CUMULATIVE.
IF THE COMPANY FAILS
TO OBSERVE OR PERFORM ANY COVENANT OR AGREEMENT TO BE OBSERVED OR PERFORMED
UNDER THIS AGREEMENT, THE SHAREHOLDER MAY PROCEED TO PROTECT AND ENFORCE ITS
RIGHTS BY SUIT IN EQUITY OR ACTION AT LAW, WHETHER FOR SPECIFIC PERFORMANCE OF
ANY TERM CONTAINED IN THIS AGREEMENT OR FOR AN INJUNCTION AGAINST THE BREACH OF
ANY SUCH TERM OR IN AID OF THE EXERCISE OF ANY POWER GRANTED IN THIS AGREEMENT
OR TO ENFORCE ANY OTHER LEGAL OR EQUITABLE RIGHT, OR TO TAKE ANY ONE OR MORE OF
SUCH ACTIONS, WITHOUT BEING REQUIRED TO POST A BOND.
NONE OF THE RIGHTS, POWERS
OR REMEDIES CONFERRED UNDER THIS AGREEMENT SHALL BE MUTUALLY EXCLUSIVE, AND EACH
SUCH RIGHT, POWER OR REMEDY SHALL BE CUMULATIVE AND IN ADDITION TO ANY OTHER
RIGHT, POWER OR REMEDY, WHETHER CONFERRED BY THIS AGREEMENT OR NOW OR HEREAFTER
AVAILABLE AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE.
6.10
ARBITRATION.
(a)
Any disputes, claims or controversies
between the Shareholder and the Company (i) arising out of or relating to this
Agreement or the transactions contemplated hereby, or (ii) brought by or on
behalf of any shareholder of either the Shareholder or the Company (which, for
purposes of this Section 6.10, shall mean any shareholder of record or any
beneficial owner of shares