BINDING UPON THE SUCCESSORS AND PERMITTED
ASSIGNS OF EACH OF THE PARTIES AND SHALL INURE TO THE BENEFIT OF EACH HOLDER.
EACH HOLDER MAY ASSIGN THEIR RESPECTIVE RIGHTS HEREUNDER IN THE MANNER AND TO
THE PERSONS AS PERMITTED UNDER THE PURCHASE AGREEMENT.
(H)
EXECUTION AND COUNTERPARTS.
THIS AGREEMENT
MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED
SHALL BE DEEMED TO BE AN ORIGINAL AND, ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT.
IN THE EVENT THAT ANY SIGNATURE IS
DELIVERED BY FACSIMILE TRANSMISSION, SUCH SIGNATURE SHALL CREATE A VALID BINDING
OBLIGATION OF THE PARTY EXECUTING (OR ON WHOSE BEHALF SUCH SIGNATURE IS
EXECUTED) THE SAME WITH THE SAME FORCE AND EFFECT AS IF SUCH FACSIMILE SIGNATURE
WERE THE ORIGINAL THEREOF.
(I)
GOVERNING LAW.
ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT
SHALL BE DETERMINED WITH THE PROVISIONS OF THE PURCHASE AGREEMENT.
(J)
CUMULATIVE REMEDIES.
THE REMEDIES
PROVIDED HEREIN ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY
LAW.
(K)
SEVERABILITY. IF ANY TERM, PROVISION,
COVENANT OR RESTRICTION OF THIS AGREEMENT IS HELD BY A COURT OF COMPETENT
JURISDICTION TO BE INVALID, ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THE
TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN
FULL FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED,
AND THE PARTIES HERETO SHALL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO FIND
F-10
AND EMPLOY AN ALTERNATIVE MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME
RESULT AS THAT CONTEMPLATED BY SUCH TERM, PROVISION, COVENANT OR RESTRICTION.
IT IS HEREBY STIPULATED AND DECLARED TO BE THE INTENTION OF THE PARTIES THAT
THEY WOULD HAVE EXECUTED THE REMAINING TERMS, PROVISIONS, COVENANTS AND
RESTRICTIONS WITHOUT INCLUDING ANY OF SUCH THAT MAY BE HEREAFTER DECLARED
INVALID, ILLEGAL, VOID OR UNENFORCEABLE.
(L)
HEADINGS.
THE HEADINGS IN THIS
AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE
AFFECT THE MEANING HEREOF.
(M)
INDEPENDENT NATURE OF PURCHASERS' OBLIGATIONS
AND RIGHTS.
THE OBLIGATIONS OF EACH HOLDER HEREUNDER ARE SEVERAL AND NOT JOINT
WITH THE OBLIGATIONS OF ANY OTHER HOLDER HEREUNDER, AND NO HOLDER SHALL BE
RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER
HOLDER HEREUNDER.
NOTHING CONTAINED HEREIN OR IN ANY OTHER AGREEMENT OR
DOCUMENT DELIVERED AT ANY CLOSING, AND NO ACTION TAKEN BY ANY HOLDER PURSUANT
HERETO OR THERETO, SHALL BE DEEMED TO CONSTITUTE THE HOLDERS AS A PARTNERSHIP,
AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE HOLDERS ARE IN ANY WAY ACTING IN CONCERT WITH RESPECT TO
SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH
HOLDER SHALL BE ENTITLED TO PROTECT AND ENFORCE ITS RIGHTS, INCLUDING WITHOUT
LIMITATION THE RIGHTS ARISING OUT OF THIS AGREEMENT, AND IT SHALL NOT BE
NECESSARY FOR ANY OTHER HOLDER TO BE JOINED AS AN ADDITIONAL PARTY IN ANY
PROCEEDING FOR SUCH PURPOSE.
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IN WITNESS WHEREOF, the parties