EFFORTS TO CONSULT WITH THE OTHER PARTY WILL BE MADE PRIOR TO ANY SUCH RELEASE
OR PUBLIC STATEMENT.
5
SECTION 10.
MISCELLANEOUS.
(A)
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING
AND SHALL BE DEEMED GIVEN ON THE DATE OF DELIVERY IF DELIVERED PERSONALLY OR BY
COMMERCIAL DELIVERY SERVICE, OR SENT VIA TELECOPY (RECEIPT CONFIRMED) TO THE
PARTIES AT THE FOLLOWING ADDRESSES OR TELECOPY NUMBERS (OR AT SUCH OTHER ADDRESS
OR TELECOPY NUMBERS FOR A PARTY AS SHALL BE SPECIFIED BY LIKE NOTICE):
(I)
IF TO ANY SAFEGUARD ENTITY, TO:
Safeguard Scientifics, Inc.
435 Devon Park Drive
Building 800
Wayne, Pennsylvania 19087
Attention:
General Counsel
Facsimile:
(610) 293-0601
(II)
IF TO OAK, TO:
OAK INVESTMENT PARTNERS XII, LIMITED PARTNERSHIP
ONE GORHAM ISLAND
WESTPORT, CONNECTICUT 06880
ATTENTION:
ANN H. LAMONT
FACSIMILE: (203) 227-0327
WITH A COPY TO:
FINN DIXON & HERLING LLP
177 BROAD STREET
STAMFORD, CONNECTICUT 06901
ATTENTION:
MICHAEL J. HERLING, ESQ.
FACSIMILE:
(203) 325-5001
(B)
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, ALL OF
WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT AND SHALL BECOME EFFECTIVE
WHEN ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY EACH OF THE PARTIES AND
DELIVERED TO THE OTHER PARTY, IT BEING UNDERSTOOD THAT ALL PARTIES NEED NOT SIGN
THE SAME COUNTERPART.
(C)
THIS AGREEMENT (AND THE DOCUMENTS AND INSTRUMENTS AND OTHER
AGREEMENTS AMONG THE PARTIES HERETO AS CONTEMPLATED BY OR REFERRED TO HEREIN),
CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH
WRITTEN AND ORAL, AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND ARE NOT INTENDED TO CONFER UPON ANY OTHER PERSON ANY RIGHTS OR REMEDIES
HEREUNDER.
(D)
IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT, OR THE
APPLICATION THEREOF, BECOMES OR IS DECLARED BY A COURT OF COMPETENT JURISDICTION
TO BE ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT WILL
CONTINUE IN FULL FORCE AND EFFECT AND THE APPLICATION OF SUCH PROVISION TO OTHER
PERSONS OR CIRCUMSTANCES WILL BE INTERPRETED SO AS REASONABLY TO EFFECT THE
INTENT OF THE PARTIES HERETO.
THE PARTIES FURTHER AGREE TO REPLACE SUCH VOID OR
UNENFORCEABLE PROVISION OF THIS AGREEMENT WITH A VALID AND ENFORCEABLE PROVISION
THAT WILL ACHIEVE, TO THE EXTENT POSSIBLE, THE ECONOMIC, BUSINESS AND OTHER
PURPOSES OF SUCH VOID OR UNENFORCEABLE PROVISION.
6
(E)
EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY AND ALL REMEDIES HEREIN
EXPRESSLY CONFERRED UPON A PARTY WILL BE DEEMED CUMULATIVE WITH AND NOT
EXCLUSIVE OF ANY OTHER REMEDY CONFERRED HEREBY, OR BY LAW OR EQUITY UPON SUCH
PARTY, AND THE EXERCISE BY A PARTY OF ANY ONE REMEDY WILL NOT PRECLUDE THE
EXERCISE OF ANY OTHER REMEDY.
THE PARTIES HERETO AGREE THAT IRREPARABLE DAMAGE
WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT
PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO SEEK AN
INJUNCTION OR