COMPANY.
In the event of termination of this Agreement as provided in this Section 6.1,
this Agreement shall forthwith become void and there shall be no liability on
the part of either party hereto except that nothing herein shall relieve either
party from liability for any breach of this Agreement.
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SECTION 6.2
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY MADE HEREIN OR IN ANY CERTIFICATES
DELIVERED IN CONNECTION WITH THE CLOSING SHALL SURVIVE THE CLOSING WITHOUT
LIMITATION.
SECTION 6.3
AMENDMENT.
NO AMENDMENT OF ANY PROVISION OF THIS AGREEMENT
WILL BE EFFECTIVE UNLESS MADE IN WRITING AND SIGNED BY AN OFFICER OR A DULY
AUTHORIZED REPRESENTATIVE OF EACH OF THE COMPANY AND THE INVESTOR; PROVIDED THAT
THE INVESTOR MAY UNILATERALLY AMEND ANY PROVISION OF THIS AGREEMENT TO THE
EXTENT REQUIRED TO COMPLY WITH ANY CHANGES AFTER THE DATE HEREOF IN APPLICABLE
FEDERAL STATUTES.
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 OF ANY
OTHER RIGHT, POWER OR PRIVILEGE.
THE RIGHTS AND REMEDIES HEREIN PROVIDED SHALL
BE CUMULATIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY LAW.
SECTION 6.4
WAIVER OF CONDITIONS.
THE CONDITIONS TO EACH PARTY'S
OBLIGATION TO CONSUMMATE THE EXCHANGE ARE FOR THE SOLE BENEFIT OF SUCH PARTY AND
MAY BE WAIVED BY SUCH PARTY IN WHOLE OR IN PART TO THE EXTENT PERMITTED BY
APPLICABLE LAW.
NO WAIVER WILL BE EFFECTIVE UNLESS IT IS IN A WRITING SIGNED BY
A DULY AUTHORIZED OFFICER OF THE WAIVING PARTY THAT MAKES EXPRESS REFERENCE TO
THE PROVISION OR PROVISIONS SUBJECT TO SUCH WAIVER.
SECTION 6.5
GOVERNING LAW; SUBMISSION TO JURISDICTION, ETC.
THIS AGREEMENT
AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS
AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE ENFORCED, GOVERNED,
AND CONSTRUED IN ALL RESPECTS (WHETHER IN CONTRACT OR IN TORT) IN ACCORDANCE
WITH THE FEDERAL LAW OF THE UNITED STATES IF AND TO THE EXTENT SUCH LAW IS
APPLICABLE, AND OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
EACH OF THE PARTIES HERETO AGREES (A) TO SUBMIT TO THE EXCLUSIVE JURISDICTION
AND VENUE OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA AND
THE UNITED STATES COURT OF FEDERAL CLAIMS FOR ANY AND ALL CIVIL ACTIONS, SUITS
OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE AMENDED
WARRANT OR THE EXCHANGE CONTEMPLATED HEREBY AND (B) THAT NOTICE MAY BE SERVED
UPON (I) THE COMPANY AT THE ADDRESS AND IN THE MANNER SET FORTH FOR NOTICES TO
THE COMPANY IN SECTION 6.6 AND (II) THE INVESTOR AT THE ADDRESS AND IN THE
MANNER SET FORTH FOR NOTICES TO THE COMPANY IN SECTION 6.6, BUT OTHERWISE IN
ACCORDANCE WITH FEDERAL LAW.