INVALIDATING THE REMAINDER OF SUCH PROVISION
OR THE REMAINING PROVISIONS OF THIS AGREEMENT.
15.
SEVERABILITY.
IN CASE ANY ONE OR MORE OF THE PROVISIONS CONTAINED IN THIS
AGREEMENT SHALL, FOR ANY REASON, BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE
IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT
THE VALIDITY OF ANY OTHER PROVISION OF THIS AGREEMENT, AND SUCH PROVISION(S)
SHALL BE DEEMED MODIFIED TO THE EXTENT NECESSARY TO MAKE IT ENFORCEABLE.
16.
JURY TRIAL WAIVER. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ANY OTHER PARTY.
THIS PROVISION IS A MATERIAL
INDUCEMENT FOR SAFEGUARD'S ENTERING INTO THIS AGREEMENT.
EACH PARTY ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL IN THE REVIEW
AND EXECUTION OF THIS AGREEMENT AND FURTHER ACKNOWLEDGES THAT THE MEANING AND
EFFECT OF THE FOREGOING WAIVER OF JURY TRIAL HAS BEEN FULLY EXPLAINED BY SUCH
COUNSEL.
7
17.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS AND
WARRANTIES CONTAINED OR INCORPORATED HEREIN OR MADE IN WRITING IN CONNECTION
HEREWITH SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT.
18.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MORE THAN ONE
COUNTERPART, INCLUDING BY FACSIMILE SIGNATURE, ALL OF WHICH, TOGETHER,
CONSTITUTE ONE AND THE SAME INSTRUMENT.
19.
NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR THE BENEFIT
OF THE PARTIES HERETO; THERE ARE NO THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT.
20.
ENTIRE AGREEMENT.
THIS AGREEMENT EMBODIES AND REFLECTS THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS SET FORTH HEREIN, AND
THERE ARE NO OTHER AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS OR WARRANTIES
BETWEEN THE PARTIES OTHER THAN THOSE SET FORTH IN THIS AGREEMENT.
8
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
first set forth above.
CLARIENT, INC.
By:
/s/ James V. Agnello
Name: James V. Agnello
Title: Senior Vice President and CFO
SAFEGUARD DELAWARE, INC.
By:
/s/ Steven J. Feder
Name: Steven J. Feder
Title: Vice President
SAFEGUARD SCIENTIFICS (DELAWARE), INC.
By:
/s/ Steven J. Feder
Name: Steven J. Feder
Title: Vice President
9
EXHIBIT A
A-1
EXHIBIT B
A-2