SCHEDULE A HERETO AND (III) THE INDEMNIFICATION OBLIGATIONS OF THE
INVESTOR UNDER SECTION 6.2 SHALL NOT EXCEED U.S.$17,500,000.
6.5
WAIVER OF CLAIMS.
WITHOUT IN ANY WAY LIMITING THE OBLIGATIONS OF
THE SHAREHOLDERS UNDER THIS AGREEMENT, THE SHAREHOLDERS HEREBY EXPRESSLY AND
IRREVOCABLY WAIVE ANY RIGHTS OF CONTRIBUTION, SUBROGATION, RECOUPMENT,
COUNTERCLAIM, SET-OFF OR INDEMNIFICATION THAT THE SHAREHOLDERS MAY HAVE AGAINST
THE COMPANY.
6.6
SOLE REMEDY FOR DAMAGES.
THE INDEMNIFICATION OBLIGATIONS OF THE
PARTIES SET FORTH IN THIS SECTION 6 SHALL CONSTITUTE THE SOLE AND EXCLUSIVE
REMEDY OF THE PARTIES FOR THE RECOVERY OF MONEY DAMAGES WITH RESPECT TO ANY AND
ALL MATTERS ARISING OUT OF THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, THE
TERMS OF THIS SECTION 6.6 SHALL NOT BE CONSTRUED AS LIMITING IN ANY WAY
WHATSOEVER ANY REMEDY TO WHICH ANY PARTY MAY BE ENTITLED OTHER THAN THE RECOVERY
OF MONEY DAMAGES, INCLUDING BUT NOT LIMITED TO EQUITABLE REMEDIES, SPECIFIC
PERFORMANCE, INJUNCTIVE RELIEF AND RESCISSION.
SECTION 7.
MISCELLANEOUS.
7.1
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE DOCUMENTS REFERRED TO
HEREIN CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES AND NO PARTY SHALL BE
LIABLE OR BOUND TO ANY OTHER PARTY IN ANY MANNER BY ANY WARRANTIES,
REPRESENTATIONS, OR COVENANTS EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR
THEREIN.
7.2
SURVIVAL OF WARRANTIES.
THE WARRANTIES, REPRESENTATIONS, AND
COVENANTS OF THE COMPANY AND THE INVESTOR CONTAINED IN OR MADE PURSUANT TO THIS
AGREEMENT SHALL SURVIVE FOR A PERIOD OF TWO YEARS FROM THE CLOSING EXCEPT FOR
THOSE SET FORTH IN SECTION 2.23, WHICH SHALL SURVIVE UNTIL THE TERMINATION OF
THE APPLICABLE STATUTE OF LIMITATIONS, AND SECTIONS 2.5 AND 2.6, WHICH SHALL
SURVIVE INDEFINITELY.
7.3
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE
TERMS AND CONDITIONS OF THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE PARTIES (INCLUDING
PERMITTED TRANSFEREES OF ANY SHARES).
NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY OTHER THAN THE PARTIES HERETO OR
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ANY RIGHTS, REMEDIES, OBLIGATIONS, OR
LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED
IN THIS AGREEMENT.
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7.4
GOVERNING LAW/VENUE.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THAT STATE'S
CONFLICTS OF LAWS PRINCIPLES.
7.5
COUNTERPARTS; ORIGINALS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR
MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT MAY BE
EXECUTED AND DELIVERED BY TELECOPY OR FACSIMILE AND EXECUTION IN SUCH MANNER
SHALL CONSTITUTE AN ORIGINAL.
7.6
TITLES AND SUBTITLES.
THE TITLES AND SUBTITLES USED IN THIS
AGREEMENT ARE USED FOR CONVENIENCE ONLY AND ARE NOT TO BE CONSIDERED IN
CONSTRUING OR INTERPRETING THIS AGREEMENT.
7.7
NOTICES.
ALL NOTICES, REQUEST, DEMANDS, CLAIMS, CONSENTS AND OTHER
COMMUNICATIONS DELIVERED HEREUNDER (WHETHER OR NOT REQUIRED TO BE DELIVERED
HEREUNDER) SHALL BE DEEMED TO BE SUFFICIENT AND DULY GIVEN IF CONTAINED IN A
WRITTEN INSTRUMENT