IN
QUESTION DOES NOT SUBSTANTIALLY IMPAIR THE RESPECTIVE EXPECTATIONS OR RECIPROCAL
OBLIGATIONS OF THE PARTIES OR THE PRACTICAL REALIZATION OF THE BENEFITS THAT
WOULD OTHERWISE BE CONFERRED UPON THE PARTIES.
THE PARTIES WILL ENDEAVOR IN
GOOD FAITH NEGOTIATIONS TO REPLACE THE PROHIBITED, INVALID OR UNENFORCEABLE
PROVISION(S) WITH A VALID PROVISION(S), THE EFFECT OF WHICH COMES AS CLOSE AS
POSSIBLE TO THAT OF THE PROHIBITED, INVALID OR UNENFORCEABLE PROVISION(S).
F.
THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS (AS DEFINED IN THE
SECURITIES PURCHASE AGREEMENT) AND THE INSTRUMENTS REFERENCED HEREIN AND THEREIN
CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND THEREOF.
THERE ARE NO RESTRICTIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN AND
THEREIN.
THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND THE INSTRUMENTS
REFERENCED HEREIN AND THEREIN SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF.
G.
SUBJECT TO THE REQUIREMENTS OF SECTION 9, THIS AGREEMENT SHALL INURE
TO THE BENEFIT OF AND BE BINDING UPON THE PERMITTED SUCCESSORS AND ASSIGNS OF
EACH OF THE PARTIES HERETO.
H.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY
AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
20
I.
THIS AGREEMENT MAY BE EXECUTED IN IDENTICAL COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE
SAME AGREEMENT.
THIS AGREEMENT, ONCE EXECUTED BY A PARTY, MAY BE DELIVERED TO
THE OTHER PARTY HERETO BY FACSIMILE TRANSMISSION OF A COPY OF THIS AGREEMENT
BEARING THE SIGNATURE OF THE PARTY SO DELIVERING THIS AGREEMENT.
J.
EACH PARTY SHALL DO AND PERFORM, OR CAUSE TO BE DONE AND PERFORMED,
ALL SUCH FURTHER ACTS AND THINGS, AND SHALL EXECUTE AND DELIVER ALL SUCH OTHER
AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS AS ANY OTHER PARTY MAY
REASONABLY REQUEST IN ORDER TO CARRY OUT THE INTENT AND ACCOMPLISH THE PURPOSES
OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
K.
ALL CONSENTS AND OTHER DETERMINATIONS REQUIRED TO BE MADE BY THE
INVESTORS PURSUANT TO THIS AGREEMENT SHALL BE MADE, UNLESS OTHERWISE SPECIFIED
IN THIS AGREEMENT, BY THE REQUIRED HOLDERS.
L.
THE LANGUAGE USED IN THIS AGREEMENT WILL BE DEEMED TO BE THE
LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT AND NO RULES OF
STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
M.
THIS AGREEMENT IS INTENDED FOR THE BENEFIT OF THE PARTIES HERETO AND
THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS, AND IS NOT FOR THE BENEFIT
OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED BY, ANY OTHER PERSON.
N.
THE OBLIGATIONS OF EACH INVESTOR HEREUNDER ARE SEVERAL AND NOT JOINT
WITH THE OBLIGATIONS OF ANY OTHER INVESTOR, AND NO PROVISION OF THIS AGREEMENT
IS INTENDED TO CONFER ANY OBLIGATIONS ON ANY INVESTOR VIS-À-VIS ANY OTHER
INVESTOR.
NOTHING CONTAINED HEREIN, AND NO ACTION TAKEN BY ANY INVESTOR
PURSUANT HERETO, SHALL BE DEEMED TO CONSTITUTE THE INVESTORS AS A PARTNERSHIP,
AN ASSOCIATION,