SEVERABILITY.
IF ANY TERM, PROVISION, COVENANT OR RESTRICTION OF
THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID,
ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THE TERMS, PROVISIONS,
COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND
EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED, AND THE PARTIES
HERETO SHALL USE THEIR REASONABLE EFFORTS TO FIND AND EMPLOY AN ALTERNATIVE
MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME RESULT AS THAT CONTEMPLATED
BY SUCH TERM, PROVISION, COVENANT OR RESTRICTION.
IT IS HEREBY STIPULATED AND
DECLARED TO BE THE INTENTION OF THE PARTIES THAT THEY WOULD HAVE EXECUTED THE
REMAINING TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS WITHOUT INCLUDING ANY OF
SUCH THAT MAY BE HEREAFTER DECLARED INVALID, ILLEGAL, VOID OR UNENFORCEABLE.
(O)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
(P)
INDEPENDENT NATURE OF PURCHASERS' OBLIGATIONS AND RIGHTS.
THE
OBLIGATIONS OF EACH PURCHASER UNDER THIS AGREEMENT ARE SEVERAL AND NOT JOINT
WITH THE OBLIGATIONS OF ANY OTHER PURCHASER HEREUNDER, AND NO PURCHASER SHALL BE
RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER
PURCHASER HEREUNDER.
THE DECISION OF EACH PURCHASER TO PURCHASE SECURITIES
PURSUANT TO THE TRANSACTION DOCUMENTS HAS BEEN MADE INDEPENDENTLY OF ANY OTHER
PURCHASER.
NOTHING CONTAINED HEREIN OR IN ANY OTHER AGREEMENT OR DOCUMENT
DELIVERED AT ANY CLOSING, AND NO ACTION TAKEN BY ANY PURCHASER PURSUANT HERETO
OR THERETO, SHALL BE DEEMED TO CONSTITUTE THE PURCHASERS AS A PARTNERSHIP, AN
ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE PURCHASERS ARE IN ANY WAY ACTING IN CONCERT WITH RESPECT TO
SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH
PURCHASER ACKNOWLEDGES THAT NO OTHER PURCHASER HAS ACTED AS AGENT FOR SUCH
PURCHASER IN CONNECTION WITH MAKING ITS INVESTMENT HEREUNDER AND THAT NO
PURCHASER WILL BE ACTING AS AGENT OF SUCH PURCHASER IN CONNECTION WITH
MONITORING ITS INVESTMENT IN THE SECURITIES OR ENFORCING ITS RIGHTS UNDER THE
TRANSACTION DOCUMENTS.
EACH PURCHASER SHALL BE ENTITLED TO PROTECT AND ENFORCE
ITS RIGHTS, INCLUDING, WITHOUT LIMITATION, THE RIGHTS ARISING OUT OF THIS
AGREEMENT, AND IT SHALL NOT BE NECESSARY FOR ANY OTHER PURCHASER TO BE JOINED AS
AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH PURPOSE.
THE COMPANY
ACKNOWLEDGES THAT EACH OF THE PURCHASERS HAS BEEN PROVIDED WITH THE SAME
REGISTRATION RIGHTS AGREEMENT FOR THE PURPOSE OF CLOSING A TRANSACTION WITH
MULTIPLE PURCHASERS AND NOT BECAUSE IT WAS REQUIRED OR REQUESTED TO DO SO BY ANY
PURCHASER.
(Q)
CURRENCY.
UNLESS OTHERWISE INDICATED, ALL DOLLAR AMOUNTS REFERRED
TO IN THIS AGREEMENT ARE IN UNITED STATES DOLLARS.
ALL AMOUNTS OWING UNDER THIS
AGREEMENT ARE IN UNITED STATES DOLLARS.
ALL AMOUNTS DENOMINATED IN OTHER
CURRENCIES SHALL BE CONVERTED IN THE UNITED STATES DOLLAR EQUIVALENT AMOUNT IN
ACCORDANCE WITH THE APPLICABLE EXCHANGE RATE IN EFFECT ON THE DATE OF
CALCULATION.
(R)
FURTHER ASSURANCES.
THE PARTIES SHALL EXECUTE AND DELIVER ALL
SUCH