JURISDICTION.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.
E.
THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS (AS
DEFINED IN THE SECURITIES PURCHASE AGREEMENT) AND THE INSTRUMENTS REFERENCED
HEREIN AND THEREIN CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF. THERE ARE NO RESTRICTIONS,
PROMISES, WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO
HEREIN AND THEREIN. THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND THE
INSTRUMENTS REFERENCED HEREIN AND THEREIN SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND THEREOF.
F.
SUBJECT TO THE REQUIREMENTS OF SECTION 9, THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PERMITTED
SUCCESSORS AND ASSIGNS OF EACH OF THE PARTIES HERETO.
G.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE
OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
H.
THIS AGREEMENT MAY BE EXECUTED IN IDENTICAL
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.
I.
EACH PARTY SHALL DO AND PERFORM, OR CAUSE TO BE
DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND SHALL EXECUTE AND
DELIVER ALL SUCH OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS AS
ANY OTHER PARTY MAY REASONABLY REQUEST IN ORDER TO
18
CARRY OUT THE INTENT AND ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
J.
ALL CONSENTS AND OTHER DETERMINATIONS REQUIRED
TO BE MADE BY THE INVESTORS PURSUANT TO THIS AGREEMENT SHALL BE MADE, UNLESS
OTHERWISE SPECIFIED IN THIS AGREEMENT, BY THE REQUIRED HOLDERS.
K.
THE LANGUAGE USED IN THIS AGREEMENT WILL BE DEEMED
TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT AND NO
RULES OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
L.
THIS AGREEMENT IS INTENDED FOR THE BENEFIT OF
THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS, AND IS
NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED BY, ANY OTHER
PERSON.
M.
THE OBLIGATIONS OF EACH INVESTOR HEREUNDER ARE SEVERAL
AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER INVESTOR, AND NO PROVISION OF
THIS AGREEMENT IS INTENDED TO CONFER ANY OBLIGATIONS ON ANY INVESTOR VIS-À-VIS
ANY OTHER INVESTOR. NOTHING CONTAINED HEREIN, AND NO ACTION TAKEN BY ANY
INVESTOR PURSUANT HERETO, SHALL BE DEEMED TO CONSTITUTE THE INVESTORS AS A
PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR
CREATE A PRESUMPTION THAT THE INVESTORS ARE IN ANY WAY ACTING IN CONCERT OR AS A
GROUP