ENTITLED TO REIMBURSEMENT FOR
REASONABLE LEGAL FEES FROM THE NON-PREVAILING PARTY.
SECTION 7.2
SPECIFIC PERFORMANCE; CONSENT TO JURISDICTION; VENUE.
(A)
THE COMPANY AND THE PURCHASERS ACKNOWLEDGE AND AGREE THAT
IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS
AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS WERE NOT PERFORMED IN ACCORDANCE
WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED
THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT OR
CURE BREACHES OF THE PROVISIONS OF THIS AGREEMENT OR THE OTHER TRANSACTION
DOCUMENTS AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF OR
THEREOF, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH ANY OF THEM MAY BE
ENTITLED BY LAW OR EQUITY.
(B)
THE PARTIES AGREE THAT VENUE FOR ANY DISPUTE ARISING UNDER THIS
AGREEMENT WILL LIE EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN NEW
YORK COUNTY, NEW YORK, AND THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO RAISE
FORUM NON CONVENIENS OR ANY OTHER ARGUMENT THAT NEW YORK IS NOT THE PROPER
VENUE.
THE PARTIES IRREVOCABLY CONSENT TO PERSONAL JURISDICTION IN THE STATE
AND FEDERAL COURTS OF THE STATE OF NEW YORK.
THE COMPANY AND EACH PURCHASER
CONSENT TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
MAILING A COPY THEREOF 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 IN THIS SECTION 7.2
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SHALL AFFECT OR LIMIT ANY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW.
THE COMPANY AND THE PURCHASERS HEREBY AGREE THAT THE PREVAILING PARTY
IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE SECURITIES,
THIS AGREEMENT OR THE REGISTRATION RIGHTS AGREEMENT, SHALL BE ENTITLED TO
REIMBURSEMENT FOR REASONABLE LEGAL FEES FROM THE NON-PREVAILING PARTY.
SECTION 7.3
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS CONTAIN THE ENTIRE UNDERSTANDING AND AGREEMENT OF THE
PARTIES WITH RESPECT TO THE MATTERS COVERED HEREBY AND, EXCEPT AS SPECIFICALLY
SET FORTH HEREIN OR IN THE OTHER TRANSACTION DOCUMENTS, NEITHER THE COMPANY NOR
ANY PURCHASER MAKE ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING WITH
RESPECT TO SUCH MATTERS, AND THEY SUPERSEDE ALL PRIOR UNDERSTANDINGS AND
AGREEMENTS WITH RESPECT TO SAID SUBJECT MATTER, ALL OF WHICH ARE MERGED HEREIN.
NO PROVISION OF THIS AGREEMENT MAY BE WAIVED OR AMENDED OTHER THAN BY A WRITTEN
INSTRUMENT SIGNED BY THE COMPANY AND THE PURCHASERS HOLDING AT LEAST A MAJORITY
OF THE PRINCIPAL AMOUNT OF THE NOTES THEN HELD BY THE PURCHASERS.
ANY AMENDMENT
OR WAIVER EFFECTED IN ACCORDANCE WITH THIS SECTION 7.3 SHALL BE BINDING UPON
EACH PURCHASER (AND THEIR PERMITTED ASSIGNS) AND THE COMPANY.
SECTION 7.4
NOTICES.
ANY NOTICE, DEMAND, REQUEST, WAIVER OR OTHER
COMMUNICATION REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER SHALL BE IN WRITING
AND SHALL BE EFFECTIVE (A) UPON HAND DELIVERY BY TELECOPY OR FACSIMILE AT THE
ADDRESS OR NUMBER DESIGNATED BELOW