A PARTY AS SUCH PARTY SHALL NOTIFY EACH
OTHER PARTY IN WRITING AS ABOVE PROVIDED.
17.2.2.
ANY NOTICE SENT IN ACCORDANCE WITH THIS SECTION 17.2 SHALL BE
EFFECTIVE (I) IF MAILED, FIVE (5) BUSINESS DAYS AFTER MAILING, (II) IF SENT BY
MESSENGER, UPON DELIVERY, AND (III) IF SEND VIA FACSIMILE, UPON TRANSMISSION AND
TELEPHONIC CONFIRMATION OF RECEIPT (PROVIDED THAT IF TRANSMITTED ON A DAY THAT
IS NOT A BUSINESS DAY, ON THE NEXT BUSINESS DAY).
17.3.
ENTIRE AGREEMENT; AMENDMENT AND WAIVER.
THIS AGREEMENT AND THE
SCHEDULES HERETO CONSTITUTE THE FULL AND ENTIRE UNDERSTANDING AND AGREEMENT
BETWEEN THE PARTIES WITH REGARD TO THE SUBJECT MATTERS HEREOF AND THEREOF. ALL
PRIOR REPRESENTATIONS, UNDERSTANDINGS AND AGREEMENTS RELATING TO THE SUBJECT
MATTER HEREOF AMONG THE PARTIES ARE VOID AND HAVE NO FURTHER EFFECT. ANY TERM OF
THIS AGREEMENT MAY BE AMENDED, WAIVED, OR DISCHARGED, EITHER PROSPECTIVELY OR
RETROACTIVELY, AND EITHER GENERALLY OR IN A PARTICULAR INSTANCE, BY WRITTEN
CONSENT OF COMPANY AND LEAD INVESTOR, OTHER THAN THE REGISTRATION RIGHTS
AGREEMENT AND MANAGEMENT AGREEMENT, WHICH MAY ONLY BE AMENDED AS SET FORTH
THEREIN. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT ANY PROPOSED AMENDMENT
TO THIS AGREEMENT INCREASES AND/OR IMPOSES ADDITIONAL FINANCIAL OBLIGATIONS ON
ANY OF THE INVESTORS (OTHER THAN THE LEAD INVESTOR) OR DISPROPORTIONATELY
ADVERSELY AFFECTS THE RIGHTS OF ANY OF THE INVESTORS (OTHER THAN THE LEAD
INVESTOR), THEN THE WRITTEN CONSENT OF SUCH INVESTOR SHALL BE REQUIRED FOR SUCH
AMENDMENT.
17.4.
SURVIVAL.
ALL REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
AGREEMENT AS WELL AS THE INDEMNIFICATION PROVISIONS SHALL SURVIVE FOR A PERIOD
OF FIVE (5) YEARS FOLLOWING THE DATE OF THIS AGREEMENT.
17.5.
RIGHTS; SEVERABILITY.
IN CASE ANY PROVISION OF THIS AGREEMENT
SHALL BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR
IMPAIRED THEREBY. THE PARTIES HERETO SHALL BE OBLIGED TO DRAW UP AN ARRANGEMENT
IN ACCORDANCE WITH THE MEANING AND THE OBJECT OF THE INVALID PROVISION.
17.6.
TITLES AND SUBTITLES.
THE TITLES OF THE SECTIONS AND SUBSECTIONS
OF THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO BE
CONSIDERED IN CONSTRUING THIS AGREEMENT.
17.7.
DUTIES AND EXPENSES.
ALL STAMP DUTIES (IF ANY) INCURRED IN
CONNECTION WITH THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE BORNE
BY THE COMPANY, UNLESS SPECIFICALLY STATED OTHERWISE.
17.8.
ASSIGNMENT.
THE RIGHTS AND OBLIGATIONS PURSUANT TO THIS AGREEMENT,
OR ANY PART THEREOF, MAY BE ASSIGNED OR OTHERWISE CONVEYED BY THE INVESTORS OR
ANY SUBSEQUENT TRANSFEREE, BOTH PRIOR TO AND/OR AFTER THE FIRST CLOSING AND EACH
ADDITIONAL CLOSING, AS APPLICABLE, PROVIDED THAT SUCH TRANSFEREE AGREES IN
WRITING TO BE BOUND BY THIS AGREEMENT. THE COMPANY MAY NOT ASSIGN, DELEGATE OR
OTHERWISE CONVEY ANY OF ITS RIGHTS AND/OR OBLIGATIONS PURSUANT TO THIS
AGREEMENT.
17.9.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE A DUPLICATE ORIGINAL, BUT ALL
OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
17.10.
CONFLICT AND INCORPORATION BY