CONFLICT THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH STATUTE OR
RULE OF LAW.
ANY SUCH PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER
ANY LAW SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF ANY AGREEMENT.
EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF
PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT BY MAILING A
COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH
EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT
UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.
NOTHING CONTAINED HEREIN
SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.
B.
COUNTERPARTS; SIGNATURES BY FACSIMILE.
THIS AGREEMENT MAY
BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME AGREEMENT AND SHALL
BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY AND DELIVERED
TO THE OTHER PARTY.
THIS AGREEMENT, ONCE EXECUTED BY A PARTY, MAY BE DELIVERED
TO THE OTHER PARTY HERETO BY FACSIMILE TRANSMISSION OF A COPY OF THIS AGREEMENT
BEARING THE SIGNATURE OF THE PARTY SO DELIVERING THIS AGREEMENT.
C.
HEADINGS.
THE HEADINGS OF THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT FORM PART OF, OR AFFECT THE
INTERPRETATION OF, THIS AGREEMENT.
D.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF THIS
AGREEMENT IS INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF
LAW, THEN SUCH PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY
CONFLICT THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH STATUTE OR
RULE OF LAW.
ANY PROVISION HEREOF WHICH MAY PROVE INVALID OR UNENFORCEABLE
UNDER ANY LAW SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION HEREOF.
E.
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT AND THE
INSTRUMENTS REFERENCED HEREIN CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES
WITH RESPECT TO THE
19
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 WAIVED OR AMENDED OTHER THAN BY AN INSTRUMENT IN WRITING
SIGNED BY THE MAJORITY IN INTEREST OF THE BUYER.
F.
NOTICES.
ALL NOTICES, DEMANDS, REQUESTS, CONSENTS,
APPROVALS, AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER SHALL BE IN
WRITING AND, UNLESS OTHERWISE SPECIFIED HEREIN, SHALL BE (I) PERSONALLY SERVED,
(II) DEPOSITED IN THE MAIL, REGISTERED OR CERTIFIED, RETURN RECEIPT REQUESTED,
POSTAGE PREPAID, (III) DELIVERED BY REPUTABLE AIR COURIER SERVICE WITH CHARGES
PREPAID, OR (IV) TRANSMITTED BY HAND DELIVERY, TELEGRAM, OR FACSIMILE, ADDRESSED
AS SET FORTH BELOW OR TO SUCH OTHER ADDRESS AS SUCH PARTY SHALL HAVE SPECIFIED
MOST RECENTLY BY WRITTEN NOTICE.
ANY NOTICE OR OTHER