UPON COVENANTS,
REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN SECTION 3 OF THIS AGREEMENT.
THE PURCHASER ACKNOWLEDGES AND AGREES THAT THE COMPANY HAS NO RESPONSIBILITY
FOR, DOES NOT RATIFY, AND IS UNDER NO RESPONSIBILITY WHATSOEVER TO COMMENT UPON
OR CORRECT ANY REPORTS, ANALYSES OR OTHER COMMENTS MADE
11
ABOUT THE COMPANY BY ANY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, ANALYSTS'
RESEARCH REPORTS OR COMMENTS, AND THE PURCHASER HAS NOT RELIED UPON ANY SUCH
THIRD PARTY REPORTS IN MAKING THE DECISION TO INVEST.
4.4.2
RISK OF INVESTMENT; INVESTMENT EXPERIENCE; CAPABILITY TO
EVALUATE. THE PURCHASER RECOGNIZES THAT AN INVESTMENT IN THE COMPANY INVOLVES
SUBSTANTIAL RISKS, INCLUDING THE POTENTIAL LOSS OF THE PURCHASER'S ENTIRE
INVESTMENT HEREIN. THE PURCHASER HAS SUBSTANTIAL KNOWLEDGE AND EXPERIENCE IN
INVESTING IN SECURITIES AND IN FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE
OF EVALUATING THE MERITS AND RISKS OF THE INVESTMENT. THE PURCHASER ACKNOWLEDGES
THAT IT IS ABLE TO FEND FOR ITSELF IN THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, AND THAT THE PURCHASER HAS THE ABILITY TO BEAR THE ECONOMIC RISK OF
INVESTMENT PURSUANT TO THIS AGREEMENT.
4.4.3
RELIANCE ON OWN JUDGMENT OR ADVISORS. THE PURCHASER HAS RELIED
COMPLETELY ON ITS OWN JUDGMENT OR THE ADVICE OF ITS OWN TAX, INVESTMENT, LEGAL
OR OTHER ADVISORS AND HAS NOT RELIED ON THE COMPANY OR ANY OF ITS AFFILIATES,
OFFICERS, DIRECTORS, ATTORNEYS, ACCOUNTANTS OR ANY AFFILIATES OF ANY THEREOF AND
EACH OTHER PERSON, IF ANY, WHO CONTROLS ANY OF THE FOREGOING, WITHIN THE MEANING
OF SECTION 15 OF THE SECURITIES ACT FOR ANY TAX, INVESTMENT OR LEGAL ADVICE
(OTHER THAN RELIANCE ON INFORMATION FURNISHED BY THE COMPANY, THE
REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN).
4.5
BROKERS OR FINDERS. THE COMPANY SHALL HAVE NO
LIABILITY OR OBLIGATION OF ANY KIND TO ANY AGENT, BROKER, INVESTMENT BANKER,
FINANCIAL ADVISER OR OTHER FIRM OR PERSON ENGAGED OR RETAINED BY THE PURCHASER
WHO IS OR WILL BE ENTITLED TO ANY BROKER'S OR FINDER'S FEE, OR ANY OTHER
COMMISSION OR SIMILAR FEE, IN CONNECTION WITH ANY OF THE TRANSACTIONS
CONTEMPLATED BY THE STOCK AGREEMENTS, AND THE PURCHASER AGREES TO INDEMNIFY AND
HOLD THE COMPANY AND ITS SUBSIDIARIES HARMLESS FROM AND AGAINST ANY AND ALL
CLAIMS, LIABILITIES OR OBLIGATIONS WITH RESPECT TO ANY SUCH FEES OR COMMISSIONS
ASSERTED BY ANY PERSON ENGAGED OR RETAINED BY ON THE BASIS OF ANY ACT OR
STATEMENT DETERMINED TO HAVE BEEN MADE TO SUCH PERSON BY THE PURCHASER.
SECTION 5
ADDITIONAL AGREEMENTS; COVENANTS OF THE COMPANY
The Company and the Purchaser further agree with each other as follows:
5.1
CONFIDENTIALITY. EXCEPT AS PERMITTED BY
SECTION 5.2 OR BY THE TERMS OF THE CONFIDENTIALITY AGREEMENT BETWEEN THE COMPANY
AND PURCHASER EFFECTIVE AS OF JANUARY 14, 2004, AS AMENDED (THE "CONFIDENTIALITY
AGREEMENT"), ALL CONFIDENTIAL INFORMATION SHALL BE PROTECTED BY THE
NON-DISCLOSING PARTY IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN
THE CONFIDENTIALITY AGREEMENT.
5.2
PUBLIC ANNOUNCEMENTS. EACH OF THE PARTIES
HERETO WILL COOPERATE WITH EACH OTHER IN THE DEVELOPMENT AND DISTRIBUTION OF ALL
NEWS RELEASES AND OTHER PUBLIC