ANY PARTY TO INSIST UPON THE STRICT PERFORMANCE OF ANY COVENANT, DUTY,
AGREEMENT, OR CONDITION OF THIS AGREEMENT OR TO EXERCISE ANY RIGHT OR REMEDY
CONSEQUENT UPON A BREACH THEREOF SHALL CONSTITUTE A WAIVER OF ANY SUCH BREACH OR
ANY OTHER COVENANT, DUTY, AGREEMENT, OR CONDITION.
(C)
SUCCESSORS AND ASSIGNS; TRANSFERABILITY OF REGISTRATION RIGHTS.
ALL COVENANTS AND AGREEMENTS IN THIS AGREEMENT BY OR ON BEHALF OF ANY OF THE
PARTIES HERETO SHALL BIND AND INURE TO THE BENEFIT OF THE RESPECTIVE SUCCESSORS
AND ASSIGNS OF THE PARTIES HERETO WHETHER SO EXPRESSED OR NOT. IN ADDITION,
WHETHER OR NOT ANY EXPRESS ASSIGNMENT HAS BEEN MADE, THE PROVISIONS OF THIS
AGREEMENT WHICH ARE FOR THE BENEFIT OF PURCHASERS OR HOLDERS OF REGISTRABLE
SECURITIES ARE ALSO FOR THE BENEFIT OF, AND ENFORCEABLE BY, ANY SUBSEQUENT
HOLDER OF REGISTRABLE SECURITIES. NOTWITHSTANDING THE FOREGOING, IN ORDER TO
OBTAIN THE BENEFIT OF THIS AGREEMENT, ANY SUBSEQUENT HOLDER OF REGISTRABLE
SECURITIES MUST EXECUTE A COUNTERPART TO THIS AGREEMENT, THEREBY AGREEING TO BE
BOUND BY THE TERMS HEREOF.
(D)
SEVERABILITY. WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE PROHIBITED
BY OR INVALID UNDER APPLICABLE LAW, SUCH
8
PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR
INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF THIS AGREEMENT.
(E)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH SHALL CONSTITUTE ONE
AND THE SAME AGREEMENT. THIS AGREEMENT, ONCE EXECUTED BY A PARTY, MAY BE
DELIVERED TO THE OTHER PARTY HERETO BY FACSIMILE TRANSMISSION OF A COPY OF THIS
AGREEMENT BEARING THE SIGNATURE OF THE PARTY SO DELIVERING THIS AGREEMENT.
(F)
DESCRIPTIVE HEADINGS.
THE DESCRIPTIVE HEADINGS OF THIS AGREEMENT
ARE INSERTED FOR CONVENIENCE ONLY AND DO NOT CONSTITUTE A SUBSTANTIVE PART OF
THIS AGREEMENT.
WHENEVER REQUIRED BY THE CONTEXT, ANY PRONOUN USED IN THIS
AGREEMENT SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE, OR NEUTER FORMS,
AND THE SINGULAR FORM OF NOUNS, PRONOUNS, AND VERBS SHALL INCLUDE THE PLURAL AND
VICE VERSA. THE USE OF THE WORD "INCLUDING" IN THIS AGREEMENT SHALL BE, IN EACH
CASE, BY WAY OF EXAMPLE AND WITHOUT LIMITATION. THE USE OF THE WORDS "OR,"
"EITHER," AND "ANY" SHALL NOT BE EXCLUSIVE. REFERENCE TO ANY AGREEMENT,
DOCUMENT, OR INSTRUMENT MEANS SUCH AGREEMENT, DOCUMENT, OR INSTRUMENT AS AMENDED
OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF,
AND IF APPLICABLE HEREOF.
(G)
GOVERNING LAW.
ALL ISSUES AND QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR
PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF DELAWARE.
(H)
NOTICES.