behalf of Pacific or any Purchaser.
The covenants made in this
Agreement or any other Basic Document shall survive the Closing of the
17
transactions described herein and remain operative and in full force and effect
regardless of acceptance of any of the Purchased Units and payment therefor and
repayment, conversion, exercise or repurchase thereof.
All indemnification
obligations of Pacific and the Purchasers and the provisions of Article V shall
remain operative and in full force and effect regardless of any purported
general termination of this Agreement.
Section 6.04
No Waiver; Modifications in Writing.
(A)
DELAY.
NO FAILURE OR DELAY ON THE PART OF
ANY PARTY IN EXERCISING ANY RIGHT, POWER, OR REMEDY HEREUNDER SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT,
POWER, OR REMEDY PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE
OF ANY RIGHT, POWER, OR REMEDY. THE REMEDIES PROVIDED FOR HEREIN ARE CUMULATIVE
AND ARE NOT EXCLUSIVE OF ANY REMEDIES THAT MAY BE AVAILABLE TO A PARTY AT LAW OR
IN EQUITY OR OTHERWISE.
(B)
SPECIFIC WAIVER.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, NO AMENDMENT, WAIVER, CONSENT, MODIFICATION, OR TERMINATION OF
ANY PROVISION OF THIS AGREEMENT OR ANY OTHER BASIC DOCUMENT SHALL BE EFFECTIVE
UNLESS SIGNED BY EACH OF THE PARTIES HERETO OR THERETO AFFECTED BY SUCH
AMENDMENT, WAIVER, CONSENT, MODIFICATION, OR TERMINATION.
ANY AMENDMENT,
SUPPLEMENT OR MODIFICATION OF OR TO ANY PROVISION OF THIS AGREEMENT OR ANY OTHER
BASIC DOCUMENT, ANY WAIVER OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER BASIC
DOCUMENT, AND ANY CONSENT TO ANY DEPARTURE BY PACIFIC FROM THE TERMS OF ANY
PROVISION OF THIS AGREEMENT OR ANY OTHER BASIC DOCUMENT SHALL BE EFFECTIVE ONLY
IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH MADE OR GIVEN.
EXCEPT WHERE NOTICE IS SPECIFICALLY REQUIRED BY THIS AGREEMENT, NO NOTICE TO OR
DEMAND ON PACIFIC IN ANY CASE SHALL ENTITLE PACIFIC TO ANY OTHER OR FURTHER
NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES.
Section 6.05
Binding Effect; Assignment.
(A)
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING UPON PACIFIC, THE PURCHASERS, AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS
AGREEMENT SHALL NOT BE CONSTRUED SO AS TO CONFER ANY RIGHT OR BENEFIT UPON ANY
PERSON OTHER THAN THE PARTIES TO THIS AGREEMENT AND THEIR RESPECTIVE SUCCESSORS
AND PERMITTED ASSIGNS.
(B)
ASSIGNMENT OF PURCHASED UNITS.
ALL OR ANY
PORTION OF PURCHASED UNITS PURCHASED PURSUANT TO THIS AGREEMENT MAY BE SOLD,
ASSIGNED OR PLEDGED BY EACH PURCHASER, SUBJECT TO COMPLIANCE WITH APPLICABLE
SECURITIES LAWS, SECTION 2.07 HEREIN AND THE REGISTRATION RIGHTS AGREEMENT.
(C)
ASSIGNMENT.
NO PORTION OF THE RIGHTS AND
OBLIGATIONS OF EACH PURCHASER UNDER THIS AGREEMENT MAY BE TRANSFERRED BY SUCH
PURCHASER WITHOUT THE WRITTEN CONSENT OF PACIFIC.
NOTWITHSTANDING THE
FOREGOING, EACH PURCHASER MAY ASSIGN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS
AGREEMENT TO AN AFFILIATE OF SUCH PURCHASER.
Section 6.06
Communications.
All notices and
demands provided for hereunder shall be in writing