BY, ANY OTHER PERSON.
10.9
PUBLICITY.
THE COMPANY AND THE BUYERS SHALL HAVE THE RIGHT TO
REVIEW FOR A REASONABLE PERIOD OF TIME BEFORE ISSUING ANY PRESS RELEASES OR ANY
OTHER PUBLIC STATEMENTS WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY;
PROVIDED, HOWEVER, THAT THE COMPANY SHALL BE ENTITLED, WITHOUT THE PRIOR
APPROVAL OF THE BUYERS, TO MAKE ANY PRESS RELEASE WITH RESPECT TO SUCH
TRANSACTIONS AS IS REQUIRED BY APPLICABLE LAW AND REGULATIONS (ALTHOUGH THE
BUYERS SHALL BE CONSULTED BY THE COMPANY IN CONNECTION WITH ANY SUCH PRESS
RELEASE PRIOR TO ITS RELEASE AND SHALL BE PROVIDED WITH A COPY THEREOF AND BE
GIVEN AN OPPORTUNITY TO COMMENT THEREON).
NOTWITHSTANDING THE FOREGOING, THE
COMPANY SHALL FILE WITH THE SEC A FORM 8-K DISCLOSING THE TRANSACTIONS HEREIN
WITHIN FOUR (4) BUSINESS DAYS OF EACH OF THE INITIAL CLOSING DATE AND THE SECOND
CLOSING DATE AND ATTACH THE RELEVANT AGREEMENTS AND INSTRUMENTS THERETO, AND THE
BUYERS AND THE NOTE HOLDERS MAY MAKE SUCH FILINGS AS MAY BE REQUIRED UNDER
SECTION 13 AND SECTION 16 OF THE 1934 ACT.
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10.10
FURTHER ASSURANCES.
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
THE 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.
10.11
NO STRICT CONSTRUCTION.
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.
10.12
RIGHTS CUMULATIVE.
EACH AND ALL OF THE VARIOUS RIGHTS, POWERS AND
REMEDIES OF THE PARTIES SHALL BE CONSIDERED CUMULATIVE WITH AND IN ADDITION TO
ANY OTHER RIGHTS, POWERS AND REMEDIES WHICH OR THE TRANSACTION DOCUMENTS SUCH
PARTIES MAY HAVE AT LAW OR IN EQUITY IN THE EVENT OF THE BREACH OF ANY OF THE
TERMS OF THIS AGREEMENT.
THE EXERCISE OR PARTIAL EXERCISE OF ANY RIGHT, POWER
OR REMEDY SHALL NEITHER CONSTITUTE THE EXCLUSIVE ELECTION THEREOF NOR THE WAIVER
OF ANY OTHER RIGHT, POWER OR REMEDY AVAILABLE TO SUCH PARTY.
10.13
SURVIVAL.
ANY COVENANT OR AGREEMENT IN THIS AGREEMENT REQUIRED TO
BE PERFORMED FOLLOWING THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREIN SHALL
SURVIVE THE INITIAL CLOSING DATE AND THE SECOND CLOSING DATE, AS APPLICABLE.
WITHOUT LIMITATION OF THE FOREGOING, THE RESPECTIVE REPRESENTATIONS AND
WARRANTIES GIVEN BY THE PARTIES HERETO SHALL SURVIVE THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREIN, BUT ONLY FOR A PERIOD OF THE EARLIER OF
(I) THREE (3) YEARS FOLLOWING THE SECOND CLOSING DATE (OR IF THE SECOND CLOSING
DOES NOT OCCUR, FOLLOWING THE INITIAL CLOSING DATE) AND (II) THE APPLICABLE
STATUTE OF LIMITATIONS WITH RESPECT TO EACH REPRESENTATION AND WARRANTY, AND
THEREAFTER SHALL EXPIRE AND HAVE NO FURTHER FORCE AND EFFECT.
10.14
KNOWLEDGE.
THE TERM "KNOWLEDGE OF THE COMPANY" OR ANY SIMILAR
FORMULATION OF KNOWLEDGE SHALL