TO REIMBURSE EITHER INSTITUTIONAL INVESTOR FOR
AMOUNTS IN EXCESS OF $170,000.
SECTION 18.
DISCLOSURE SCHEDULE.
THE
PARTIES AGREE THAT THE DISCLOSURE OF ANY ITEM IN ANY SECTION OR SUBSECTION OF
THE DISCLOSURE SCHEDULE SHALL BE DEEMED DISCLOSURE WITH RESPECT TO ANY OTHER
SECTION OR SUBSECTION TO WHICH THE RELEVANCE OF SUCH ITEM IS REASONABLY
APPARENT.
SECTION 19.
SEVERAL AND NOT JOINT
OBLIGATIONS.
FOR THE AVOIDANCE OF DOUBT, THE OBLIGATIONS OF EACH INVESTOR UNDER
THIS AGREEMENT ARE SEVERAL AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER
INVESTOR, AND NO INVESTOR SHALL BE RESPONSIBLE FOR THE PERFORMANCE OF THE
OBLIGATIONS OF ANY OTHER INVESTOR UNDER THIS AGREEMENT.
EACH INVESTOR SHALL BE
ENTITLED TO INDEPENDENTLY
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ENFORCE ITS RIGHTS UNDER THIS AGREEMENT AND THE COMPANY SHALL BE ENTITLED TO
INDEPENDENTLY ENFORCE ITS RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO EACH
INVESTOR.
SECTION 20.
CONSTRUCTION.
THE FOLLOWING
PRINCIPLES SHALL APPLY:
(a)
the word "or" will not be exclusive;
(b)
inclusion of items in a list will not be
deemed to exclude other terms of similar import;
(c)
all parties will be considered to have
drafted this Agreement together, with the benefit of counsel, and no provision
will be strictly construed against any Person by reason of having drafted such
provision;
(d)
the word "include" and its correlatives
means to include without limitation;
(e)
terms that imply gender will include all
genders;
(f)
defined terms will have their meanings in
the plural and singular case;
(g)
references to Sections, Articles, Annexes
and Exhibits are to the Sections, Articles, Annexes and Exhibits to this
Agreement;
(h)
the use of "will" as an auxiliary will not
be deemed to be a mere prediction of future occurrences; and
(i)
the headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
of this Agreement.
SECTION 21.
COUNTERPARTS AND FACSIMILES.
FOR THE CONVENIENCE OF THE PARTIES HERETO, THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL
INSTRUMENT, AND ALL SUCH COUNTERPARTS WILL TOGETHER CONSTITUTE THE SAME
AGREEMENT.
EXECUTED SIGNATURE PAGES TO THIS AGREEMENT MAY BE DELIVERED BY
FACSIMILE AND SUCH FACSIMILES WILL BE DEEMED AS SUFFICIENT AS IF ACTUAL
SIGNATURE PAGES HAD BEEN DELIVERED.
SECTION 22.
[INTENTIONALLY RESERVED.]
SECTION 23.
JOINDER.
THIS AGREEMENT
CONTEMPLATES THAT ADDITIONAL PERSONS MAY EXECUTE A JOINDER SUBSEQUENT TO THE
DATE HEREOF AND BECOME ADDITIONAL INVESTORS.
THE TERMS OF THIS AGREEMENT SHALL
BE BINDING UPON EACH ADDITIONAL INVESTOR AS OF THE DATE ON WHICH SUCH ADDITIONAL
INVESTOR EXECUTES A JOINDER AND DELIVERS IT TO THE COMPANY.
SECTION 24.
SPECIFIC PERFORMANCE.
THE
PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE
PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR
SPECIFIC TERMS.
IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO
SEEK SPECIFIC PERFORMANCE OF THE TERMS HEREOF, THIS BEING IN ADDITION TO ANY
OTHER REMEDIES TO WHICH THEY ARE ENTITLED AT LAW OR EQUITY.
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