ARE HEREBY WAIVED BY EACH OF THE PARTIES HERETO.
EACH PARTY FURTHER AGREES
THAT, IN THE EVENT OF ANY ACTION FOR AN INJUNCTION OR OTHER EQUITABLE REMEDY IN
RESPECT OF SUCH BREACH OR ENFORCEMENT OF SPECIFIC PERFORMANCE, IT WILL NOT
ASSERT THE DEFENSE THAT A REMEDY AT LAW WOULD BE ADEQUATE.
IN ANY ACTION OR
PROCEEDING BROUGHT TO ENFORCE ANY PROVISION OF THIS AGREEMENT (INCLUDING THE
INDEMNIFICATION PROVISIONS THEREOF), OR WHERE ANY PROVISION HEREOF IS VALIDLY
ASSERTED AS A DEFENSE, THE SUCCESSFUL PARTY TO SUCH ACTION OR PROCEEDING SHALL
BE ENTITLED TO RECOVER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ATTORNEYS'
FEES IN ADDITION TO ITS COSTS AND EXPENSES AND ANY OTHER AVAILABLE REMEDY.
21
4.6.
FURTHER ASSURANCES.
EACH PARTY HERETO SHALL
COOPERATE WITH EACH OTHER PARTY, SHALL DO AND PERFORM OR CAUSE TO BE DONE AND
PERFORMED ALL FURTHER ACTS AND THINGS, AND SHALL EXECUTE AND DELIVER ALL OTHER
AGREEMENTS, CERTIFICATES, INSTRUMENTS, AND DOCUMENTS AS ANY OTHER PARTY HERETO
REASONABLY MAY REQUEST IN ORDER TO CARRY OUT THE INTENT AND ACCOMPLISH THE
PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
4.7.
SEVERABILITY.
IF ANY ONE OR MORE OF THE
PROVISIONS CONTAINED HEREIN, OR THE APPLICATION THEREOF IN ANY CIRCUMSTANCE, IS
HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT FOR ANY REASON, THE
VALIDITY, LEGALITY AND ENFORCEABILITY OF ANY SUCH PROVISION IN EVERY OTHER
RESPECT AND OF THE REMAINING PROVISIONS HEREOF SHALL NOT BE IN ANY WAY IMPAIRED,
UNLESS THE PROVISIONS HELD INVALID, ILLEGAL OR UNENFORCEABLE SHALL SUBSTANTIALLY
IMPAIR THE BENEFITS OF THE REMAINING PROVISIONS HEREOF.
4.8.
ENTIRE AGREEMENT.
THIS AGREEMENT, THE PURCHASE
AGREEMENT AND THE DOCUMENTS REFERRED TO HEREIN OR THEREIN OR DELIVERED PURSUANT
HERETO OR THERETO, ARE INTENDED BY THE PARTIES AS A FINAL EXPRESSION OF THEIR
AGREEMENT AND INTENDED TO BE A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
AND UNDERSTANDING OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER
CONTAINED HEREIN AND THEREIN.
THERE ARE NO RESTRICTIONS, PROMISES, WARRANTIES
OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN OR THEREIN.
THIS AGREEMENT, THE PURCHASE AGREEMENT AND THE DOCUMENTS REFERRED TO HEREIN OR
THEREIN OR DELIVERED PURSUANT HERETO OR THERETO, SUPERSEDE ALL PRIOR AGREEMENTS
AND UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO SUCH SUBJECT MATTER.
4.9.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS AND BY THE PARTIES HERETO IN SEPARATE COUNTERPARTS,
ALL OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH
TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
4.10.
DEFAULTS.
A DEFAULT BY ANY PARTY TO THIS AGREEMENT IN
SUCH PARTY'S COMPLIANCE WITH ANY OF THE CONDITIONS OR COVENANTS HEREOF OR
PERFORMANCE OF ANY OF THE OBLIGATIONS OF SUCH PARTY HEREUNDER SHALL NOT
CONSTITUTE A DEFAULT BY ANY OTHER PARTY.
4.11.
GENERAL INTERPRETIVE PRINCIPLES.
WHENEVER USED IN
THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED OR UNLESS THE CONTEXT
OTHERWISE REQUIRES, ANY NOUN OR PRONOUN SHALL BE DEEMED TO INCLUDE THE PLURAL AS
WELL AS THE SINGULAR