TO PRFS FOR ITS EXPENSES
UP TO $500,000 IN THE AGGREGATE OR (II) CMTY PURSUANT TO SECTION 7.01(B)(IV) OF
THIS AGREEMENT IN CIRCUMSTANCES WHERE THE PRFS SHAREHOLDERS VOTE BUT FAIL TO
APPROVE THE MERGER AND THE PRFS
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SHAREHOLDERS DO NOT APPROVE AN ACQUISITION PROPOSAL, PRFS SHALL BE LIABLE TO
CMTY FOR ITS EXPENSES UP TO $500,000 IN THE AGGREGATE.
(F)
NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, IF
PRFS PAYS OR CAUSES TO BE PAID TO CMTY THE TERMINATION FEE OR THE BREAK-UP FEE,
THE TERMINATION FEE OR THE BREAK-UP FEE, AS APPLICABLE, SHALL BE THE SOLE AND
EXCLUSIVE REMEDY OF CMTY HEREUNDER AND PRFS WILL NOT HAVE ANY FURTHER
OBLIGATIONS OR LIABILITIES TO CMTY WITH RESPECT TO THIS AGREEMENT OR THE
CONTEMPLATED TRANSACTIONS, EXCEPT THAT CMTY SHALL HAVE THE RIGHT TO ENFORCE THE
PROVISIONS OF SECTION 5.02(C) AND THE CONFIDENTIALITY AGREEMENT.
8.02 NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DISCLOSURE SCHEDULES.
ALL
REPRESENTATIONS, WARRANTIES AND, EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED
OTHERWISE HEREIN, AGREEMENTS AND COVENANTS SHALL TERMINATE ON THE CLOSING DATE.
WITHOUT LIMITING THE FOREGOING, SECTIONS 1.02(D), 1.02(E), 2.06, 2.07, AND
5.07(C) (I), (II), (III), (IV), (V), (VI), (XI), (XII) AND (XIII) SHALL SURVIVE
THE CLOSING.
8.03 AMENDMENT, EXTENSION AND WAIVER.
SUBJECT TO APPLICABLE LAW, AT ANY TIME
PRIOR TO THE CLOSING DATE, THE PARTIES MAY:
(A)
AMEND THIS AGREEMENT;
(B)
EXTEND THE TIME FOR THE PERFORMANCE OF ANY OF THE OBLIGATIONS OR OTHER ACTS
OF EITHER PARTY HERETO;
(C)
WAIVE ANY INACCURACIES IN THE REPRESENTATIONS AND WARRANTIES CONTAINED
HEREIN OR IN ANY DOCUMENT DELIVERED PURSUANT HERETO; OR
(D)
TO THE EXTENT PERMITTED BY LAW, WAIVE COMPLIANCE WITH ANY OF THE AGREEMENTS
OR CONDITIONS CONTAINED IN ARTICLES V AND VI HEREOF OR OTHERWISE.
This Agreement may not be amended except by an instrument in writing signed, by
authorized officers, on behalf of the parties hereto.
Any agreement on the part
of a party hereto to any extension or waiver shall be valid only if set forth in
an instrument in writing signed by a duly authorized officer on behalf of such
party, but such waiver or failure to insist on strict
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compliance with such obligation, covenant, agreement or condition shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure.
8.04 ENTIRE AGREEMENT.
(A)
THIS AGREEMENT, INCLUDING THE DOCUMENTS REFERRED TO HEREIN OR DELIVERED
PURSUANT HERETO, CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES
WITH RESPECT TO ITS SUBJECT MATTER.
THIS AGREEMENT SUPERSEDES ALL PRIOR
ARRANGEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES, BOTH WRITTEN AND ORAL, WITH
RESPECT TO ITS SUBJECT MATTER OTHER THAN THE CONFIDENTIALITY AGREEMENT.
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE
PARTIES HERETO AND ITS SUCCESSORS; PROVIDED, HOWEVER, THAT NOTHING IN THIS
AGREEMENT, EXPRESSED OR IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY, OTHER
THAN THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, ANY RIGHTS, REMEDIES,
OBLIGATIONS OR LIABILITIES, EXCEPT THAT: ANY PRFS NOMINEE MAY ENFORCE
SECTIONS 1.02(E)