DUE EXECUTION AND SHALL BE BINDING UPON THE
SIGNATORY THERETO WITH THE SAME FORCE AND EFFECT AS IF THE SIGNATURE WERE AN
ORIGINAL, NOT A FACSIMILE, ELECTRONIC OR .PDF SIGNATURE.
(C)
HEADINGS. THE HEADINGS OF THIS AGREEMENT ARE FOR CONVENIENCE
OF REFERENCE AND SHALL NOT FORM PART OF, OR AFFECT THE INTERPRETATION OF, THIS
AGREEMENT.
(D)
SEVERABILITY. IF ANY PROVISION OF THIS AGREEMENT IS PROHIBITED
BY LAW OR OTHERWISE DETERMINED TO BE INVALID OR UNENFORCEABLE BY A COURT OF
COMPETENT JURISDICTION, THE PROVISION THAT WOULD OTHERWISE BE PROHIBITED,
INVALID OR UNENFORCEABLE SHALL BE DEEMED AMENDED TO APPLY TO THE BROADEST EXTENT
THAT IT WOULD BE VALID AND ENFORCEABLE, AND THE INVALIDITY OR UNENFORCEABILITY
OF SUCH PROVISION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PROVISIONS OF
THIS AGREEMENT SO LONG AS THIS AGREEMENT AS SO MODIFIED CONTINUES TO EXPRESS,
WITHOUT MATERIAL CHANGE, THE ORIGINAL INTENTIONS OF THE PARTIES AS TO THE
SUBJECT MATTER HEREOF AND THE PROHIBITED NATURE, INVALIDITY OR UNENFORCEABILITY
OF THE PROVISION(S) IN QUESTION DOES NOT SUBSTANTIALLY IMPAIR THE RESPECTIVE
EXPECTATIONS OR RECIPROCAL OBLIGATIONS OF THE PARTIES OR THE PRACTICAL
REALIZATION OF THE BENEFITS THAT WOULD OTHERWISE BE CONFERRED UPON THE PARTIES.
THE PARTIES WILL ENDEAVOR IN GOOD FAITH NEGOTIATIONS TO REPLACE THE PROHIBITED,
INVALID OR UNENFORCEABLE PROVISION(S) WITH A VALID PROVISION(S), THE EFFECT OF
WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE PROHIBITED, INVALID OR
UNENFORCEABLE PROVISION(S).
30
(E)
ENTIRE AGREEMENT; AMENDMENTS. THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS SUPERSEDE ALL OTHER PRIOR ORAL OR WRITTEN AGREEMENTS AMONG
THE BUYER, THE COMPANY, THEIR AFFILIATES AND PERSONS ACTING ON THEIR BEHALF WITH
RESPECT TO THE MATTERS DISCUSSED HEREIN, AND THIS AGREEMENT, THE OTHER
TRANSACTION DOCUMENTS AND THE INSTRUMENTS REFERENCED HEREIN AND THEREIN CONTAIN
THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE MATTERS COVERED
HEREIN AND THEREIN AND, EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR THEREIN,
NEITHER THE COMPANY NOR THE BUYER MAKES ANY REPRESENTATION, WARRANTY, COVENANT
OR UNDERTAKING WITH RESPECT TO SUCH MATTERS. NO PROVISION OF THIS AGREEMENT MAY
BE AMENDED OTHER THAN BY AN INSTRUMENT IN WRITING SIGNED BY THE COMPANY AND THE
BUYER, AND ANY AMENDMENT TO THIS AGREEMENT MADE IN CONFORMITY WITH THE
PROVISIONS OF THIS SECTION 8(E) SHALL BE BINDING ON THE BUYER AND HOLDERS OF
COMMON SHARES AND THE COMPANY. NO PROVISIONS HERETO MAY BE WAIVED OTHER THAN BY
AN INSTRUMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT IS SOUGHT.
THE COMPANY HAS NOT MADE ANY AGREEMENTS WITH THE BUYER RELATING TO THE TERMS OR
CONDITIONS OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS EXCEPT
AS SET FORTH IN THE TRANSACTION DOCUMENTS. WITHOUT LIMITING THE FOREGOING, THE
COMPANY CONFIRMS THAT, EXCEPT AS SET FORTH IN THIS AGREEMENT, THE BUYER HAS NOT
MADE ANY COMMITMENT OR PROMISE OR HAS ANY OTHER OBLIGATION TO PROVIDE ANY
FINANCING TO THE COMPANY OR OTHERWISE.
(F)
NOTICES. ANY NOTICES, CONSENTS, WAIVERS OR OTHER
COMMUNICATIONS REQUIRED OR PERMITTED TO BE GIVEN UNDER THE TERMS OF THIS
AGREEMENT MUST BE IN WRITING AND