(a)
Neither this Agreement nor any provision hereof may be amended, modified,
changed or discharged except by an instrument in writing signed by each of the
parties hereto.
(B)
NO FAILURE OR DELAY BY ANY PARTY IN EXERCISING ANY
RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER THEREOF NOR SHALL
ANY SINGLE OR PARTIAL EXERCISE THEREOF PRECLUDE ANY OTHER OR FURTHER EXERCISE
THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
THE RIGHTS AND
REMEDIES HEREIN PROVIDED SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR
REMEDIES PROVIDED BY LAW.
SECTION 6.8.
COUNTERPARTS.
THIS AGREEMENT MAY
BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, AND EACH SUCH COUNTERPART HEREOF
SHALL BE DEEMED TO BE AN ORIGINAL INSTRUMENT, BUT ALL SUCH COUNTERPARTS TOGETHER
SHALL CONSTITUTE BUT ONE AGREEMENT.
SECTION 6.9.
SPECIFIC PERFORMANCE.
THE
PARTIES HERETO INTEND THAT EACH OF THE PARTIES HAVE THE RIGHT TO SEEK DAMAGES OR
SPECIFIC PERFORMANCE IN THE EVENT THAT ANY OTHER PARTY HERETO FAILS TO PERFORM
SUCH PARTY'S OBLIGATIONS HEREUNDER.
THEREFORE, IF ANY PARTY SHALL INSTITUTE ANY
ACTION OR PROCEEDING TO ENFORCE THE PROVISIONS HEREOF, ANY PARTY AGAINST WHOM
SUCH ACTION OR PROCEEDING IS BROUGHT HEREBY WAIVES ANY CLAIM OR DEFENSE THEREIN
THAT THE PLAINTIFF PARTY HAS AN ADEQUATE REMEDY AT LAW.
15
SECTION 6.10.
FURTHER ASSURANCES.
EACH OF THE
PARTIES SHALL, AND SHALL CAUSE THEIR RESPECTIVE AFFILIATES TO, EXECUTE SUCH
DOCUMENTS AND PERFORM SUCH FURTHER ACTS AS MAY BE REASONABLY REQUIRED OR
DESIRABLE TO CARRY OUT OR TO PERFORM THE PROVISIONS OF THIS AGREEMENT.
SECTION 6.11.
NO RECOURSE.
NOTWITHSTANDING ANYTHING
THAT MAY BE EXPRESSED OR IMPLIED IN THIS AGREEMENT, THE COMPANY AND EACH
STOCKHOLDER COVENANT, AGREE AND ACKNOWLEDGE THAT NO RECOURSE UNDER THIS
AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS DELIVERED IN CONNECTION WITH THIS
AGREEMENT SHALL BE HAD AGAINST ANY CURRENT OR FUTURE DIRECTOR, OFFICER,
EMPLOYEE, GENERAL OR LIMITED PARTNER OR MEMBER OF ANY STOCKHOLDER OR OF ANY
AFFILIATE OR ASSIGNEE THEREOF, AS SUCH, WHETHER BY THE ENFORCEMENT OF ANY
ASSESSMENT OR BY ANY LEGAL OR EQUITABLE PROCEEDING, OR BY VIRTUE OF ANY STATUTE,
REGULATION OR OTHER APPLICABLE LAW, IT BEING EXPRESSLY AGREED AND ACKNOWLEDGED
THAT NO PERSONAL LIABILITY WHATSOEVER SHALL ATTACH TO, BE IMPOSED ON OR
OTHERWISE BE INCURRED BY ANY CURRENT OR FUTURE OFFICER, AGENT OR EMPLOYEE OF ANY
STOCKHOLDER OR ANY CURRENT OR FUTURE MEMBER OF ANY STOCKHOLDER OR ANY CURRENT OR
FUTURE DIRECTOR, OFFICER, EMPLOYEE, PARTNER OR MEMBER OF ANY STOCKHOLDER OR OF
ANY AFFILIATE OR ASSIGNEE THEREOF, AS SUCH, FOR ANY OBLIGATION OF ANY
STOCKHOLDER UNDER THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS DELIVERED IN
CONNECTION WITH THIS AGREEMENT FOR ANY CLAIM BASED ON, IN RESPECT OF OR BY
REASON OF SUCH OBLIGATIONS OR THEIR CREATION.
Section 6.12.
Confidentiality.
Each Stockholder
acknowledges that in connection with its investment in the Company it shall
receive certain non-public, confidential proprietary information, which may
include memoranda, notes, analyses, reports, compilations or studies prepared by
or on behalf of the Company and its Subsidiaries ("Confidential Information").
Notwithstanding anything to