"UNDER COMMON CONTROL WITH"), AS APPLIED TO ANY PERSON,
MEANS THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE
THE DIRECTION OF THE MANAGEMENT AND POLICIES OF SUCH PERSON, WHETHER THROUGH THE
OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR OTHERWISE; AND
63
(G)
ALL MONETARY AMOUNTS SET FORTH HEREIN ARE REFERENCED IN UNITED
STATES DOLLARS, UNLESS OTHERWISE NOTED.
10.3
COUNTERPARTS; FACSIMILE SIGNATURES.
THIS AGREEMENT MAY BE EXECUTED
IN ONE OR MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME
AGREEMENT AND SHALL BECOME EFFECTIVE WHEN ONE OR MORE COUNTERPARTS HAVE BEEN
SIGNED BY EACH OF THE PARTIES AND DELIVERED TO THE OTHER PARTY, IT BEING
UNDERSTOOD THAT ALL PARTIES NEED NOT SIGN THE SAME COUNTERPART.
DELIVERY BY
FACSIMILE TO COUNSEL FOR THE OTHER PARTY OF A COUNTERPART EXECUTED BY A PARTY
SHALL BE DEEMED TO MEET THE REQUIREMENTS OF THE PREVIOUS SENTENCE.
10.4
ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES.
THIS AGREEMENT AND
THE DOCUMENTS AND INSTRUMENTS AND OTHER AGREEMENTS AMONG THE PARTIES HERETO AS
CONTEMPLATED BY OR REFERRED TO HEREIN, INCLUDING THE SCHEDULES HERETO (A)
CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH
WRITTEN AND ORAL, AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF;
AND (B) ARE NOT INTENDED TO CONFER UPON ANY OTHER PERSON ANY RIGHTS OR REMEDIES
HEREUNDER (EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT).
10.5
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT,
OR THE APPLICATION THEREOF, BECOMES OR IS DECLARED BY A COURT OF COMPETENT
JURISDICTION TO BE ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THIS
AGREEMENT WILL CONTINUE IN FULL FORCE AND EFFECT AND THE APPLICATION OF SUCH
PROVISION TO OTHER PERSONS OR CIRCUMSTANCES WILL BE INTERPRETED SO AS REASONABLY
TO EFFECT THE INTENT OF THE PARTIES HERETO.
THE PARTIES FURTHER AGREE TO
REPLACE SUCH VOID OR UNENFORCEABLE PROVISION OF THIS AGREEMENT WITH A VALID AND
ENFORCEABLE PROVISION THAT WILL ACHIEVE, TO THE EXTENT POSSIBLE, THE ECONOMIC,
BUSINESS AND OTHER PURPOSES OF SUCH VOID OR UNENFORCEABLE PROVISION.
10.6
OTHER REMEDIES; SPECIFIC PERFORMANCE.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, ANY AND ALL REMEDIES HEREIN EXPRESSLY CONFERRED UPON A PARTY WILL BE
DEEMED CUMULATIVE WITH AND NOT EXCLUSIVE OF ANY OTHER REMEDY CONFERRED HEREBY,
OR BY LAW OR EQUITY UPON SUCH PARTY, AND THE EXERCISE BY A PARTY OF ANY ONE
REMEDY WILL NOT PRECLUDE THE EXERCISE OF ANY OTHER REMEDY.
THE PARTIES HERETO
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 OR WERE OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT THE
PARTIES SHALL BE ENTITLED TO SEEK AN INJUNCTION OR INJUNCTIONS TO PREVENT
BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS
HEREOF IN ANY COURT OF THE UNITED STATES OR ANY STATE HAVING JURISDICTION, THIS
BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN