THIS AGREEMENT IS SO BROAD AS TO BE
UNENFORCEABLE, THE PROVISION SHALL BE INTERPRETED TO BE ONLY SO BROAD AS IS
ENFORCEABLE.
(F)
SPECIFIC PERFORMANCE.
THE PARTIES ACKNOWLEDGE THAT MONEY DAMAGES
WOULD NOT BE AN ADEQUATE REMEDY AT LAW IF ANY PARTY FAILS TO PERFORM IN ANY
MATERIAL RESPECT ANY OF ITS OBLIGATIONS HEREUNDER AND ACCORDINGLY AGREE THAT
EACH PARTY, IN ADDITION TO ANY OTHER REMEDY TO WHICH IT MAY BE ENTITLED AT LAW
OR IN EQUITY SHALL BE ENTITLED TO SEEK TO COMPEL SPECIFIC PERFORMANCE OF THE
OBLIGATIONS OF ANY OTHER PARTY UNDER THIS AGREEMENT, WITHOUT THE POSTING OF ANY
BOND, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT IN ANY COURT
OF THE UNITED STATES OR ANY STATE THEREOF HAVING JURISDICTION, AND IF ANY ACTION
SHOULD BE BROUGHT IN EQUITY TO ENFORCE ANY OF THE PROVISIONS OF THIS AGREEMENT,
NONE OF THE PARTIES HERETO SHALL RAISE THE DEFENSE THAT THERE IS AN ADEQUATE
REMEDY AT LAW.
NO REMEDY SHALL BE EXCLUSIVE OF ANY OTHER REMEDY.
ALL AVAILABLE
REMEDIES SHALL BE CUMULATIVE.
(G)
NO WAIVER.
THE FAILURE OF ANY PARTY HERETO TO EXERCISE ANY RIGHT,
POWER OR REMEDY PROVIDED UNDER THIS AGREEMENT OR OTHERWISE AVAILABLE IN RESPECT
HEREOF AT LAW OR IN EQUITY, OR TO INSIST UPON COMPLIANCE BY ANY OTHER PARTY
HERETO WITH ITS OBLIGATIONS HEREUNDER, AND ANY CUSTOM OR PRACTICE OF THE PARTIES
AT VARIANCE WITH THE TERMS HEREOF, WILL NOT CONSTITUTE A WAIVER BY SUCH PARTY OF
ITS RIGHT TO EXERCISE ANY SUCH OR OTHER RIGHT, POWER OR REMEDY OR TO DEMAND SUCH
COMPLIANCE.
(H)
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS NOT INTENDED TO
CONFER UPON ANY PERSON OTHER THAN THE PARTIES HERETO ANY RIGHTS OR REMEDIES
HEREUNDER.
(I)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE
TO ITS CHOICE OF LAW RULES).
(J)
DESCRIPTIVE HEADING.
THE DESCRIPTIVE HEADINGS USED HEREIN ARE
FOR REFERENCE PURPOSES ONLY AND WILL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
(K)
EXPENSES.
ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE PAID BY THE PARTY
INCURRING SUCH EXPENSES.
(L)
FURTHER ASSURANCES.
FROM TIME TO TIME, AT ANY OTHER PARTY'S
REQUEST AND WITHOUT FURTHER CONSIDERATION (BUT WITHOUT ANY OBLIGATION TO INCUR
ANY EXPENSE), EACH PARTY HERETO SHALL EXECUTE AND DELIVER SUCH ADDITIONAL
DOCUMENTS AND TAKE ALL SUCH FURTHER LAWFUL ACTION AS MAY BE NECESSARY OR
DESIRABLE TO CONSUMMATE AND MAKE EFFECTIVE, IN THE MOST EXPEDITIOUS MANNER
PRACTICABLE, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(M)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
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Signature page follows.]
IN WITNESS WHEREOF, Parent and each Stockholder have caused this Agreement to be
duly executed as of the day and year first