WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT MAY ALSO
BE EXECUTED AND DELIVERED BY FACSIMILE SIGNATURE AND IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
6.4.
TITLES AND SUBTITLES.
THE TITLES AND SUBTITLES USED IN THIS
AGREEMENT ARE USED FOR CONVENIENCE ONLY AND ARE NOT TO BE CONSIDERED IN
CONSTRUING OR INTERPRETING THIS AGREEMENT.
6.5.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS GIVEN OR MADE
PURSUANT TO THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED EFFECTIVELY
GIVEN:
(A) UPON PERSONAL DELIVERY TO THE PARTY TO BE NOTIFIED, (B) WHEN SENT BY
CONFIRMED ELECTRONIC MAIL OR FACSIMILE IF SENT DURING NORMAL BUSINESS HOURS OF
THE RECIPIENT, AND IF NOT SO CONFIRMED, THEN ON THE NEXT BUSINESS DAY, (C) FIVE
(5) DAYS AFTER HAVING BEEN SENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, OR (D) ONE (1) DAY AFTER DEPOSIT WITH A NATIONALLY
RECOGNIZED OVERNIGHT COURIER, SPECIFYING NEXT DAY DELIVERY, WITH WRITTEN
VERIFICATION OF RECEIPT.
ALL COMMUNICATIONS SHALL BE SENT TO THE RESPECTIVE
PARTIES AT THEIR ADDRESS AS SET FORTH ABOVE, AS SUBSEQUENTLY MODIFIED BY WRITTEN
NOTICE GIVEN IN ACCORDANCE WITH THIS SECTION 6.5.
6.6.
AMENDMENTS.
ANY TERM OF THIS AGREEMENT MAY BE AMENDED AND THE
OBSERVANCE OF ANY TERM OF THIS AGREEMENT MAY BE WAIVED (EITHER GENERALLY OR IN A
PARTICULAR INSTANCE AND EITHER RETROACTIVELY OR PROSPECTIVELY), ONLY WITH THE
WRITTEN CONSENT OF THE PARTIES.
6.7.
SEVERABILITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION
HEREOF SHALL IN NO WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION.
9
6.8.
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE EXHIBITS HERETO,
IF ANY) CONSTITUTES THE FULL AND ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
6.9.
CHOICE OF FORUM AND CONSENT TO JURISDICTION.
ANY ACTION ARISING
OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER DOCUMENT, INSTRUMENT OR
AGREEMENT CONTEMPLATED HEREIN OR DELIVERED PURSUANT HERETO, SHALL BE BROUGHT
ONLY IN A FEDERAL OR STATE COURT HAVING JURISDICTION AND VENUE IN WORCESTER,
MASSACHUSETTS, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF SUCH COURTS AND AGREES THAT VENUE IN THE CITY OF
WORCESTER, MASSACHUSETTS IS PROPER.
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR
OTHERWISE, IN ANY LEGAL ACTION OR PROCEEDING, ANY DEFENSE OR ANY CLAIM THAT IT
IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS FOR ANY
REASON, INCLUDING CLAIMS THAT SUCH PARTY MAY BE IMMUNE FROM THE ABOVE-DESCRIBED
LEGAL PROCESS, OR THAT SUCH PROCEEDING IS BROUGHT IN AN INCONVENIENT OR
OTHERWISE IMPROPER FORUM OR THAT THIS AGREEMENT OR ANY OF THE OTHER
AFOREMENTIONED DOCUMENTS, INSTRUMENTS OR AGREEMENTS, OR THE SUBJECT MATTER
HEREOF OR THEREOF, MAY NOT BE ENFORCED BY SUCH COURTS.
6.10.
DELAYS OR OMISSIONS.
NO DELAY OR OMISSION TO EXERCISE