PARTY IN ANY SUCH SUIT OR PROCEEDING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF
THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
THE PARTIES
AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL
BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH
JUDGMENT OR IN ANY OTHER LAWFUL MANNER.
(B)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT AND
SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY AND
DELIVERED TO THE OTHER PARTY.
THIS AGREEMENT, ONCE EXECUTED BY A PARTY, MAY BE
DELIVERED TO THE OTHER PARTIES HERETO BY FACSIMILE TRANSMISSION OF A COPY OF
THIS AGREEMENT BEARING THE SIGNATURE OF THE PARTY SO DELIVERING THIS AGREEMENT.
IN THE EVENT ANY SIGNATURE IS DELIVERED BY FACSIMILE TRANSMISSION, THE PARTY
USING SUCH MEANS OF DELIVERY SHALL CAUSE THE MANUALLY EXECUTED EXECUTION PAGE OR
PAGES HEREOF TO BE PHYSICALLY DELIVERED TO THE OTHER PARTY WITHIN FIVE (5)
BUSINESS DAYS OF THE EXECUTION HEREOF, PROVIDED THAT THE FAILURE TO SO DELIVER
ANY MANUALLY EXECUTED EXECUTION PAGE SHALL NOT AFFECT THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT.
(C)
HEADINGS.
THE HEADINGS OF THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE AND SHALL NOT FORM PART OF, OR AFFECT THE INTERPRETATION OF, THIS
AGREEMENT.
18
(D)
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID
OR UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY OR UNENFORCEABILITY SHALL
NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT OR
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT IN ANY OTHER JURISDICTION.
(E)
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT AND THE AGREEMENTS
AND INSTRUMENTS REFERENCED HEREIN CONTAIN THE ENTIRE UNDERSTANDING OF THE
PURCHASERS, THE COMPANY, THEIR AFFILIATES AND PERSONS ACTING ON THEIR BEHALF
WITH RESPECT TO THE MATTERS COVERED HEREIN AND THEREIN AND, EXCEPT AS
SPECIFICALLY SET FORTH HEREIN OR THEREIN, NEITHER THE COMPANY NOR THE PURCHASERS
MAKE ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT TO SUCH
MATTERS.
NO PROVISION OF THIS AGREEMENT MAY BE WAIVED OTHER THAN BY AN
INSTRUMENT IN WRITING SIGNED BY THE PARTY TO BE CHARGED WITH ENFORCEMENT AND NO
PROVISION OF THIS AGREEMENT MAY BE AMENDED OTHER THAN BY AN INSTRUMENT IN
WRITING SIGNED BY THE COMPANY AND THE PURCHASERS.
(F)
NOTICES.
ANY NOTICES REQUIRED OR PERMITTED TO BE GIVEN UNDER THE
TERMS OF THIS AGREEMENT SHALL BE SENT BY CERTIFIED OR REGISTERED MAIL (RETURN
RECEIPT REQUESTED) OR DELIVERED PERSONALLY, BY RESPONSIBLE OVERNIGHT CARRIER OR
BY CONFIRMED FACSIMILE, AND SHALL BE EFFECTIVE FIVE (5) DAYS AFTER BEING PLACED
IN THE MAIL, IF MAILED, OR UPON RECEIPT OR REFUSAL OF RECEIPT, IF DELIVERED
PERSONALLY OR BY RESPONSIBLE OVERNIGHT CARRIER OR CONFIRMED FACSIMILE, IN EACH
CASE ADDRESSED TO A PARTY.
THE ADDRESSES FOR SUCH COMMUNICATIONS SHALL BE:
If to the Company:
Cambridge Heart, Inc.
1 Oak Park Drive
Bedford, MA
01730
Telephone:
(781) 271-1200
Facsimile:
(781) 271-8431
Attn:
President
with a copy simultaneously transmitted by