service, receipt by facsimile or receipt from
an overnight courier service in accordance with clause (i), (ii) or (iii) above,
respectively.
(G)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
INCLUDING ANY PURCHASERS OF THE COMMON SHARES.
THE COMPANY SHALL NOT ASSIGN
THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT OF THE HOLDERS OF AT LEAST A MAJORITY OF THE AGGREGATE NUMBER OF THE
COMMON SHARES (OTHER THAN HOLDERS OF COMMON SHARES PURCHASED ON ANY ELIGIBLE
MARKET (AS DEFINED BELOW) OR THE PRINCIPAL MARKET WITH RESPECT TO THOSE COMMON
SHARES).
A BUYER MAY ASSIGN SOME OR ALL OF ITS RIGHTS HEREUNDER IN CONNECTION
WITH TRANSFER OF ANY OF ITS COMMON SHARES WITHOUT THE CONSENT OF THE COMPANY, IN
WHICH EVENT SUCH ASSIGNEE SHALL BE DEEMED TO BE A BUYER HEREUNDER WITH RESPECT
TO SUCH ASSIGNED RIGHTS.
(H)
NO THIRD PARTY BENEFICIARIES.
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.
(I)
SURVIVAL.
UNLESS THIS AGREEMENT IS TERMINATED UNDER SECTION 8,
THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE BUYERS CONTAINED IN
SECTIONS 2 AND 3 AND THE AGREEMENTS AND COVENANTS SET FORTH IN SECTIONS 4, 5 AND
9 SHALL SURVIVE THE CLOSING AND THE DELIVERY OF COMMON SHARES.
EACH BUYER SHALL
BE RESPONSIBLE ONLY FOR ITS OWN REPRESENTATIONS, WARRANTIES, AGREEMENTS AND
COVENANTS HEREUNDER.
(J)
FURTHER ASSURANCES.
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 CARRY OUT THE INTENT AND
ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
(K)
INDEMNIFICATION.
IN CONSIDERATION OF EACH BUYER'S EXECUTION AND
DELIVERY OF THE TRANSACTION DOCUMENTS AND ACQUIRING THE COMMON SHARES THEREUNDER
AND IN ADDITION TO ALL OF THE COMPANY'S OTHER OBLIGATIONS UNDER THE TRANSACTION
DOCUMENTS, THE COMPANY SHALL DEFEND, PROTECT, INDEMNIFY AND HOLD HARMLESS EACH
BUYER AND EACH OTHER HOLDER OF THE COMMON SHARES (OTHER THAN HOLDERS OF COMMON
SHARES PURCHASED ON ANY ELIGIBLE MARKET (AS DEFINED BELOW) OR THE PRINCIPAL
MARKET WITH RESPECT TO THOSE COMMON SHARES), AND ALL OF SUCH BUYER'S
STOCKHOLDERS, PARTNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES AND DIRECT OR
INDIRECT INVESTORS AND ANY OF THE FOREGOING PERSONS' AGENTS OR OTHER
REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, THOSE RETAINED IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT) (COLLECTIVELY, THE
"INDEMNITEES"), AS INCURRED, FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF
ACTION, SUITS, CLAIMS, LOSSES, COSTS, PENALTIES, FEES, LIABILITIES AND DAMAGES,
AND EXPENSES IN CONNECTION THEREWITH (IRRESPECTIVE OF WHETHER ANY SUCH
INDEMNITEE IS A PARTY TO THE ACTION FOR WHICH INDEMNIFICATION HEREUNDER IS
SOUGHT), AND INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS, BUT
EXCLUDING ANY CONSEQUENTIAL,