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
DELIVERY OF ANY SECURITIES TO THE PURCHASERS.
5.3
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.
5.4
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 SET FORTH ON THE SIGNATURE PAGES ATTACHED
HERETO PRIOR TO 5:30 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 SET FORTH ON THE SIGNATURE
PAGES ATTACHED HERETO ON A DAY THAT IS NOT A TRADING DAY OR LATER THAN 5:30 P.M.
(NEW YORK CITY TIME) ON ANY TRADING DAY, (C) THE SECOND TRADING DAY FOLLOWING
THE DATE OF MAILING, IF SENT BY U.S. NATIONALLY RECOGNIZED OVERNIGHT COURIER
SERVICE, OR (D) UPON ACTUAL RECEIPT BY THE PARTY TO WHOM SUCH NOTICE IS REQUIRED
TO BE GIVEN. THE ADDRESS FOR SUCH NOTICES AND COMMUNICATIONS SHALL BE AS SET
FORTH ON THE SIGNATURE PAGES ATTACHED HERETO.
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5.5
AMENDMENTS; WAIVERS. NO PROVISION OF THIS
AGREEMENT MAY BE WAIVED, MODIFIED, SUPPLEMENTED OR AMENDED EXCEPT IN A WRITTEN
INSTRUMENT SIGNED, IN THE CASE OF AN AMENDMENT, BY THE COMPANY AND THE
PURCHASERS OF AT LEAST 67% IN INTEREST OF THE SECURITIES STILL HELD BY
PURCHASERS OR, IN THE CASE OF A WAIVER, BY THE PARTY AGAINST WHOM ENFORCEMENT OF
ANY SUCH WAIVED PROVISION IS SOUGHT. NO WAIVER OF ANY DEFAULT WITH RESPECT TO
ANY PROVISION, CONDITION OR REQUIREMENT OF THIS AGREEMENT SHALL BE DEEMED TO BE
A CONTINUING WAIVER IN THE FUTURE OR A WAIVER OF ANY SUBSEQUENT DEFAULT OR A
WAIVER OF ANY OTHER PROVISION, CONDITION OR REQUIREMENT HEREOF, NOR SHALL ANY
DELAY OR OMISSION OF ANY PARTY TO EXERCISE ANY RIGHT HEREUNDER IN ANY MANNER
IMPAIR THE EXERCISE OF ANY SUCH RIGHT.
5.6
HEADINGS. THE HEADINGS HEREIN ARE FOR
CONVENIENCE ONLY, DO NOT CONSTITUTE A PART OF THIS AGREEMENT AND SHALL NOT BE
DEEMED TO LIMIT OR AFFECT ANY OF THE PROVISIONS HEREOF.
5.7
SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND
PERMITTED ASSIGNS (INCLUDING, WITHOUT LIMITATION, BY MERGER, "SHARE EXCHANGE" OR
OTHER SIMILAR CORPORATE REORGANIZATION OR SIMILAR TRANSACTION). THE COMPANY MAY
NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS