SHALL BE INTERPRETED IN SUCH MANNER AS TO BE
EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT
OR THE ANCILLARY AGREEMENTS SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE
LAW SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE
REMAINING PROVISIONS THEREOF.
34.
SURVIVAL.
THE REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS MADE HEREIN SHALL SURVIVE ANY INVESTIGATION MADE BY LAURUS AND THE
CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY TO THE EXTENT PROVIDED THEREIN.
ALL STATEMENTS AS TO FACTUAL MATTERS CONTAINED IN THIS AGREEMENT, ANY ANCILLARY
AGREEMENT, ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY OR ON BEHALF OF THE
COMPANIES PURSUANT HERETO IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL BE DEEMED TO BE REPRESENTATIONS AND WARRANTIES BY THE COMPANIES
HEREUNDER SOLELY AS OF THE DATE OF SUCH CERTIFICATE OR INSTRUMENT.
ALL
INDEMNITIES SET FORTH HEREIN SHALL SURVIVE THE EXECUTION, DELIVERY AND
TERMINATION OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND THE MAKING AND
REPAYING OF THE OBLIGATIONS.
35.
CAPTIONS.
ALL CAPTIONS ARE AND SHALL BE WITHOUT SUBSTANTIVE
MEANING OR CONTENT OF ANY KIND WHATSOEVER.
36.
COUNTERPARTS; TELECOPIER SIGNATURES.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL
AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
ANY SIGNATURE DELIVERED BY A PARTY VIA TELECOPIER TRANSMISSION SHALL BE DEEMED
TO BE ANY ORIGINAL SIGNATURE HERETO.
37.
CONSTRUCTION.
THE PARTIES ACKNOWLEDGE THAT EACH PARTY AND ITS
COUNSEL HAVE REVIEWED THIS AGREEMENT AND THAT THE NORMAL RULE OF CONSTRUCTION TO
THE EFFECT THAT ANY AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY
SHALL NOT BE EMPLOYED IN THE INTERPRETATION OF THIS AGREEMENT OR ANY AMENDMENTS,
SCHEDULES OR EXHIBITS THERETO.
38.
PUBLICITY.
EACH COMPANY HEREBY AUTHORIZES LAURUS TO MAKE
APPROPRIATE ANNOUNCEMENTS AFTER THE CLOSING DATE OF THE FINANCIAL ARRANGEMENT
ENTERED INTO BY AND AMONG
43
EACH COMPANY AND LAURUS, INCLUDING, WITHOUT LIMITATION, ANNOUNCEMENTS WHICH ARE
COMMONLY KNOWN AS TOMBSTONES, IN SUCH PUBLICATIONS AND TO SUCH SELECTED PARTIES
AS LAURUS SHALL IN ITS SOLE AND ABSOLUTE DISCRETION DEEM APPROPRIATE, OR AS
REQUIRED BY APPLICABLE LAW.
39.
JOINDER.
IT IS UNDERSTOOD AND AGREED THAT ANY PERSON THAT DESIRES
TO BECOME A COMPANY HEREUNDER, OR IS REQUIRED TO EXECUTE A COUNTERPART OF THIS
AGREEMENT AFTER THE DATE HEREOF PURSUANT TO THE REQUIREMENTS OF THIS AGREEMENT
OR ANY ANCILLARY AGREEMENT, SHALL BECOME A COMPANY HEREUNDER BY (A) EXECUTING A
JOINDER AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO LAURUS, (B) DELIVERING
SUPPLEMENTS TO SUCH EXHIBITS AND ANNEXES TO THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS AS LAURUS SHALL REASONABLY REQUEST AND (C) TAKING ALL ACTIONS AS
SPECIFIED IN THIS AGREEMENT AS WOULD HAVE BEEN TAKEN BY SUCH COMPANY HAD IT BEEN
AN ORIGINAL PARTY TO THIS AGREEMENT, IN EACH CASE WITH ALL DOCUMENTS REQUIRED
ABOVE TO BE DELIVERED TO LAURUS AND WITH ALL DOCUMENTS AND ACTIONS REQUIRED
ABOVE TO BE TAKEN TO THE REASONABLE SATISFACTION OF LAURUS.
40.
LEGENDS.