HEREIN SHALL SURVIVE THE CLOSING OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
6.3
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, THE PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF, AND BE
BINDING UPON, THE SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS OF
THE PARTIES HERETO.
6.4
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT
AND THE OTHER DOCUMENTS DELIVERED PURSUANT HERETO AT THE CLOSING CONSTITUTE THE
FULL AND ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES WITH REGARD TO
THE SUBJECTS HEREOF AND THEREOF, AND NO PARTY SHALL BE LIABLE OR BOUND TO ANY
OTHER PARTY IN ANY MANNER BY ANY WARRANTIES, REPRESENTATIONS OR COVENANTS EXCEPT
AS SPECIFICALLY SET FORTH HEREIN OR THEREIN.
EXCEPT AS EXPRESSLY PROVIDED
HEREIN, NEITHER THIS AGREEMENT NOR ANY TERM HEREOF MAY BE AMENDED, WAIVED,
DISCHARGED OR TERMINATED OTHER THAN BY A WRITTEN INSTRUMENT SIGNED BY THE PARTY
AGAINST WHOM ENFORCEMENT OF ANY SUCH AMENDMENT, WAIVER, DISCHARGE OR TERMINATION
IS SOUGHT.
6.5
NOTICES, ETC.
ALL NOTICES AND OTHER
COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE
MAILED BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, OR OTHERWISE DELIVERED
BY HAND OR BY MESSENGER, ADDRESSED (A) IF TO A PURCHASER, TO THE PURCHASERS'
REPRESENTATIVE AT ITS ADDRESS AS SET FORTH UNDER ITS NAME ON SCHEDULE 1, OR TO
SUCH OTHER ADDRESS AS THE PURCHASERS' REPRESENTATIVE SHALL HAVE FURNISHED TO THE
COMPANY IN WRITING, AND (B) IF TO THE COMPANY, TO ITS PRINCIPAL EXECUTIVE
OFFICES AND ADDRESSED TO THE ATTENTION OF THE CHIEF EXECUTIVE OFFICER, OR TO
SUCH OTHER ADDRESS AS THE COMPANY SHALL HAVE FURNISHED TO THE PURCHASERS'
REPRESENTATIVE.
Each such notice or other communication shall for all purposes of this Agreement
be treated as effective or having been given when delivered if delivered
personally, or, if sent by mail, at the earlier of its receipt or 72 hours after
the same has been deposited in a regularly maintained receptacle for the deposit
of the United States mail, addressed and mailed as aforesaid.
6.6
SPECIFIC PERFORMANCE.
THE COMPANY AND EACH
PURCHASER ACKNOWLEDGE AND AGREE THAT IRREPARABLE DAMAGE TO THE OTHER PARTY 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 EACH PARTY SHALL BE ENTITLED TO AN INJUNCTION,
INJUNCTIONS OR OTHER EQUITABLE RELIEF TO PREVENT OR CURE BREACHES OF THE
PROVISIONS OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND
PROVISIONS HEREOF, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THE
PARTIES MAY BE ENTITLED BY LAW OR EQUITY.
6
6.7
EXPENSES.
THE COMPANY AND PURCHASERS SHALL
BEAR THEIR OWN RESPECTIVE EXPENSES INCURRED ON ITS BEHALF WITH RESPECT TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
6.8
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE ENFORCEABLE
AGAINST THE PARTIES ACTUALLY EXECUTING SUCH COUNTERPARTS, AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
6.9
SEVERABILITY.
IN THE EVENT THAT ANY
PROVISION OF THIS AGREEMENT BECOMES OR IS