limitation of the
indemnification provisions under the Purchase Agreement.
6.
MISCELLANEOUS
(A)
REMEDIES.
IN THE EVENT OF A BREACH BY THE COMPANY OR BY A HOLDER
OF ANY OF THEIR OBLIGATIONS UNDER THIS AGREEMENT, EACH HOLDER OR THE COMPANY, AS
THE CASE MAY BE, IN ADDITION TO BEING ENTITLED TO EXERCISE ALL RIGHTS GRANTED BY
LAW AND UNDER THIS AGREEMENT, INCLUDING RECOVERY OF DAMAGES, WILL BE ENTITLED TO
SPECIFIC PERFORMANCE OF ITS RIGHTS UNDER THIS AGREEMENT.
THE COMPANY AND EACH
HOLDER AGREE THAT MONETARY DAMAGES WOULD NOT PROVIDE ADEQUATE COMPENSATION FOR
ANY LOSSES INCURRED BY REASON OF A BREACH BY IT OF ANY OF THE PROVISIONS OF THIS
AGREEMENT AND HEREBY FURTHER AGREES THAT, IN THE EVENT OF ANY ACTION FOR
SPECIFIC PERFORMANCE IN RESPECT OF SUCH BREACH, IT SHALL WAIVE THE DEFENSE THAT
A REMEDY AT LAW WOULD BE ADEQUATE.
11
(B)
NO PIGGYBACK ON REGISTRATIONS.
EXCEPT AND TO THE EXTENT SPECIFIED
IN SCHEDULE 3.1(X) TO THE PURCHASE AGREEMENT, NEITHER THE COMPANY NOR ANY OF ITS
SECURITY HOLDERS (OTHER THAN THE HOLDERS IN SUCH CAPACITY PURSUANT HERETO) MAY
INCLUDE SECURITIES OF THE COMPANY IN A REGISTRATION STATEMENT OTHER THAN THE
REGISTRABLE SECURITIES, AND THE COMPANY SHALL NOT PRIOR TO THE EFFECTIVE DATE
ENTER INTO ANY AGREEMENT PROVIDING ANY SUCH RIGHT TO ANY OF IT SECURITY HOLDERS.
(C)
ENTIRE AGREEMENT.
THIS AGREEMENT IS INTENDED BY THE PARTIES AS A
FINAL EXPRESSION OF THEIR AGREEMENT AND INTENDED TO BE A COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO IN RESPECT OF
THE SUBJECT MATTER CONTAINED HEREIN.
THIS AGREEMENT SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO SUCH SUBJECT
MATTER, EXCEPT FOR, AND AS PROVIDED IN THE TRANSACTION DOCUMENTS.
(D)
BENEFITS OF THE AGREEMENT.
THE TERMS AND CONDITIONS OF THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE RESPECTIVE
PERMITTED SUCCESSORS AND ASSIGNS OF THE PARTIES.
NOTHING IN THIS AGREEMENT,
EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY OTHER THAN THE PARTIES
HERETO OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ANY RIGHTS, REMEDIES,
OBLIGATIONS, OR LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT, EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT.
(E)
COMPLIANCE.
EACH HOLDER COVENANTS AND AGREES THAT IT WILL COMPLY
WITH THE PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AS APPLICABLE TO
IT (UNLESS AN EXEMPTION THEREFROM IS AVAILABLE) IN CONNECTION WITH SALES OF
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT AND SHALL SELL THE
REGISTRABLE SECURITIES ONLY IN ACCORDANCE WITH A METHOD OF DISTRIBUTION
DESCRIBED IN THE REGISTRATION STATEMENT.
(F)
DISCONTINUED DISPOSITION.
EACH HOLDER FURTHER AGREES BY ITS
ACQUISITION OF SUCH REGISTRABLE SECURITIES THAT, UPON RECEIPT OF A NOTICE FROM
THE COMPANY OF THE OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED IN SECTION
3(C)(II)-(V), SUCH HOLDER WILL FORTHWITH DISCONTINUE DISPOSITION OF SUCH
REGISTRABLE SECURITIES UNDER THE REGISTRATION STATEMENT UNTIL IT IS ADVISED IN
WRITING (THE "ADVICE") BY THE COMPANY THAT THE USE OF THE APPLICABLE PROSPECTUS
MAY BE RESUMED, AND, IN EITHER CASE, HAS