HAVE NO EFFECT, WITHOUT ANY LIABILITY ON THE PART OF THE
PARTIES HERETO AND EACH OF THEIR RESPECTIVE DIRECTORS, TRUSTEES, OFFICERS,
EMPLOYEES, PARTNERS, STOCKHOLDERS OR SHAREHOLDERS, AS APPLICABLE, AND ALL RIGHTS
AND OBLIGATIONS OF ANY PARTY HERETO SHALL CEASE, PROVIDED, HOWEVER, THAT NOTHING
CONTAINED IN THIS SECTION 4.1 SHALL RELIEVE ANY PARTY FROM LIABILITIES OR
DAMAGES ARISING OUT OF ANY FRAUD OR BREACH BY SUCH PARTY OF ANY OF ITS
REPRESENTATIONS, WARRANTIES, COVENANTS OR OTHER AGREEMENTS CONTAINED IN THIS
AGREEMENT PRIOR TO THE TERMINATION DATE.
SECTION 4.2
COSTS, EXPENSES AND TAXES.
EACH PARTY SHALL BEAR ITS
OWN COSTS AND EXPENSES IN CONNECTION WITH THE PREPARATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 4.3
PRIOR AGREEMENTS. THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF AND
SUPERSEDES ANY PRIOR REPRESENTATIONS, UNDERSTANDINGS OR AGREEMENTS.
THERE ARE
NO REPRESENTATIONS, WARRANTIES, AGREEMENTS, CONDITIONS OR COVENANTS, OF ANY
NATURE WHATSOEVER (WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL) BETWEEN THE
PARTIES HERETO WITH RESPECT TO SUCH SUBJECT MATTER EXCEPT AS EXPRESSLY SET FORTH
HEREIN AND IN THE OTHER AGREEMENTS CONTEMPLATED HEREBY.
SECTION 4.4
SEVERABILITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION HEREOF SHALL IN NO WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY
OTHER PROVISION OR THE VALIDITY AND ENFORCEABILITY OF THIS AGREEMENT IN ANY
OTHER JURISDICTION.
5
SECTION 4.5
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO ITS CHOICE OF LAW RULES.
SECTION 4.6
HEADINGS. SECTION HEADINGS IN THIS AGREEMENT ARE
INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A
PART OF, OR AFFECT THE INTERPRETATION OF, THIS AGREEMENT.
SECTION 4.7
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT, AND EITHER OF THE PARTIES HERETO MAY EXECUTE THIS AGREEMENT BY
SIGNING ANY SUCH COUNTERPART. A FACSIMILE TRANSMISSION OF THIS AGREEMENT BEARING
A SIGNATURE ON BEHALF OF A PARTY HERETO SHALL BE LEGAL AND BINDING ON SUCH
PARTY.
SECTION 4.8
ASSIGNMENT; BINDING EFFECT.
JCC SHALL NOT CONVEY,
ASSIGN OR OTHERWISE TRANSFER ANY OF HIS RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT WITHOUT THE EXPRESS WRITTEN CONSENT OF THE OTHER PARTY.
THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
NOTHING IS THIS
AGREEMENT SHALL BE INTERPRETED TO LIMIT IN ANY MANNER THE ABILITY OF JCC TO
SELL, DISPOSE OR OTHERWISE TRANSFER ANY SHARES OF COMMON STOCK THAT JCC MAY
BENEFICIALLY OWN AS OF THE DATE HEREOF OR HEREINAFTER ACQUIRE.
SECTION 4.9
WAIVER; REMEDIES.
NO DELAY ON THE PART OF ANY PARTY
HERETO IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT SHALL
OPERATE AS A WAVIER THEREOF, NOR SHALL ANY WAIVER ON THE PART OF ANY PARTY
HERETO OF ANY RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT OPERATE AS A WAIVER
OF ANY OTHER RIGHT, POWER OR