THE DATE OF THIS AGREEMENT; PROVIDED THAT NO SUCH
TERMINATION WILL AFFECT THE RIGHT OF ANY PARTY TO SUE FOR ANY BREACH BY THE
OTHER PARTY (OR PARTIES).
7.2
FEES AND EXPENSES.
AT THE CLOSING, THE
COMPANY SHALL PAY TO IROQUOIS MASTER FUND LTD AN AGGREGATE OF $25,000 FOR THEIR
LEGAL FEES AND EXPENSES INCURRED IN CONNECTION WITH THE PREPARATION AND
NEGOTIATION OF THE TRANSACTION DOCUMENTS, OF WHICH AMOUNT $10,000 HAS BEEN
PREVIOUSLY PAID BY THE COMPANY TO IROQUOIS MASTER FUND LTD.
IN LIEU OF THE
FOREGOING REMAINING PAYMENT, IROQUOIS MASTER FUND LTD MAY RETAIN SUCH AMOUNT AT
THE CLOSING.
EXCEPT AS EXPRESSLY SET FORTH IN THE TRANSACTION DOCUMENTS TO THE
CONTRARY, EACH PARTY SHALL PAY THE FEES AND EXPENSES OF ITS ADVISERS, COUNSEL,
ACCOUNTANTS AND OTHER EXPERTS, IF ANY, AND ALL OTHER EXPENSES INCURRED BY SUCH
PARTY INCIDENT TO THE NEGOTIATION, PREPARATION, EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT.
THE COMPANY SHALL PAY ALL TRANSFER AGENT FEES,
STAMP TAXES AND OTHER TAXES AND DUTIES LEVIED IN CONNECTION WITH THE ISSUANCE OF
THE SECURITIES.
7.3
ENTIRE AGREEMENT.
THE TRANSACTION
DOCUMENTS, TOGETHER WITH THE EXHIBITS AND SCHEDULES THERETO, CONTAIN THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, WITH RESPECT
TO SUCH MATTERS, WHICH THE PARTIES ACKNOWLEDGE HAVE BEEN MERGED INTO SUCH
DOCUMENTS, EXHIBITS AND SCHEDULES.
AT OR AFTER THE CLOSING, AND WITHOUT FURTHER
CONSIDERATION, THE COMPANY WILL EXECUTE AND DELIVER TO THE PURCHASERS SUCH
FURTHER DOCUMENTS AS MAY BE REASONABLY REQUESTED IN ORDER TO GIVE PRACTICAL
EFFECT TO THE INTENTION OF THE PARTIES UNDER THE TRANSACTION DOCUMENTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SECURITIES MAY BE ASSIGNED TO
ANY PERSON IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY SUCH COMPANY SECURITIES.
7.4
NOTICES.
ANY AND ALL NOTICES OR OTHER
COMMUNICATIONS OR DELIVERIES REQUIRED OR PERMITTED TO BE PROVIDED HEREUNDER
SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN AND EFFECTIVE ON THE EARLIEST OF
(A) THE DATE OF TRANSMISSION, IF SUCH NOTICE OR COMMUNICATION IS DELIVERED VIA
FACSIMILE AT THE FACSIMILE NUMBER SPECIFIED IN THIS SECTION 7.4 PRIOR TO
6:30 P.M. (NEW YORK CITY TIME) ON A TRADING DAY, (B) THE NEXT TRADING DAY AFTER
THE DATE OF TRANSMISSION, IF SUCH NOTICE OR COMMUNICATION IS DELIVERED VIA
FACSIMILE AT THE FACSIMILE NUMBER SPECIFIED IN THIS SECTION ON A DAY THAT IS NOT
A TRADING DAY OR LATER THAN 6:30 P.M. (NEW YORK CITY TIME) ON ANY TRADING DAY,
(C) THE TRADING DAY FOLLOWING THE DATE OF DEPOSIT WITH A NATIONALLY RECOGNIZED
OVERNIGHT COURIER SERVICE, OR (D) UPON ACTUAL RECEIPT BY THE PARTY TO WHOM SUCH
NOTICE IS REQUIRED TO BE GIVEN.
THE ADDRESSES AND FACSIMILE NUMBERS FOR SUCH
NOTICES AND COMMUNICATIONS ARE THOSE SET FORTH ON THE SIGNATURE PAGES HEREOF, OR
SUCH OTHER ADDRESS OR FACSIMILE NUMBER AS MAY BE DESIGNATED IN WRITING
HEREAFTER, IN THE SAME MANNER, BY ANY SUCH PERSON.
7.5
AMENDMENTS; WAIVERS.
NO PROVISION OF