Inc.
1601 Cloverfield Boulevard, Suite 400S
Santa Monica, California 90404-4082
Attention: Chief Executive Officer
Facsimile: (310) 956-3301
with a copy to (which shall not constitute notice):
TroyGould PC
1801 Century Park East, 16th Floor
Los Angeles, California 90067
Attention:
David L. Ficksman, Esq.
Fax:
(310) 789-1290
if to the Sellers to:
SafeNet, Inc.
4690 Millennium Drive
Belcamp, Md. 21017
Attention:
Kevin Hicks, Esq.
Fax: (443) 283-4046
with a copy (which shall not constitute notice) to:
Drinker Biddle & Reath LLP
1000 Westlakes Drive
Berwyn, PA 19312-2409
Attn:
Neil Haimm,Esq.
Fax: (215) 988-2757
or to such other persons or addresses as may be designated in writing by the
party to receive such notice as provided above.
All such notices or
communications shall be deemed to be received (a) in the case of personal
delivery, on the date of such delivery, (b) in the case of express mail or
overnight courier, on the next business day after the date when sent and (c) in
the case of facsimile transmission, upon confirmed receipt before 5:00 p.m. EST
on the date of receipt, otherwise, on the next Business Day following confirmed
receipt.
8.5
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING
THE EXHIBITS AND SCHEDULES HERETO) CONSTITUTE THE ENTIRE AGREEMENT, AND
SUPERSEDE ALL OTHER PRIOR AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS AND
WARRANTIES BOTH WRITTEN AND ORAL, AMONG THE PARTIES, WITH RESPECT TO THE SUBJECT
MATTER HEREOF. WITHOUT LIMITING THE GENERALITY OF THIS SECTION 8.5 AND
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY IS MAKING
ANY REPRESENTATION OR WARRANTY WHATSOEVER, ORAL OR WRITTEN, EXPRESS OR IMPLIED,
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS OTHER THAN THOSE SET FORTH IN ARTICLES III AND IV OF THIS
AGREEMENT OR IN THE TRANSACTION DOCUMENTS AND NO PARTY IS RELYING ON ANY
STATEMENT, REPRESENTATION OR WARRANTY, ORAL OR WRITTEN, EXPRESS OR IMPLIED, MADE
BY ANY OTHER PARTY EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN
ARTICLES III AND IV OF THIS AGREEMENT OR IN THE TRANSACTION DOCUMENTS.
30
THE PARTIES HERETO AGREE THAT, NOTWITHSTANDING ANY ACCESS TO INFORMATION BY ANY
PARTY OR ANY RIGHT OF ANY PARTY TO THIS AGREEMENT TO INVESTIGATE THE AFFAIRS OF
ANY OTHER PARTY TO THIS AGREEMENT, THE PARTY HAVING SUCH ACCESS AND RIGHT TO
INVESTIGATE SHALL HAVE THE RIGHT TO RELY FULLY UPON THE REPRESENTATIONS AND
WARRANTIES OF THE OTHER PARTY EXPRESSLY CONTAINED IN THIS AGREEMENT AND ON THE
ACCURACY OF ANY SCHEDULE, EXHIBIT OR OTHER DOCUMENT ATTACHED HERETO OR REFERRED
TO HEREIN OR DELIVERED BY SUCH OTHER PARTY OR PURSUANT TO THIS AGREEMENT.
8.6
NO THIRD PARTY BENEFICIARIES.
THIS
AGREEMENT IS NOT INTENDED TO CONFER UPON ANY PERSON OTHER THAN THE PARTIES
HERETO AND THE SELLER INDEMNIFIED PARTIES AND THE BUYER INDEMNIFIED PARTIES ANY
LEGAL OR EQUITABLE RIGHTS OR REMEDIES HEREUNDER.
8.7
SEVERABILITY.
THE PROVISIONS OF THIS
AGREEMENT SHALL BE DEEMED SEVERABLE AND THE INVALIDITY OR UNENFORCEABILITY OF
ANY PROVISION SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OR THE OTHER
PROVISIONS HEREOF.
IF ANY PROVISION OF THIS