TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
6.9
SURVIVAL. SUBJECT TO APPLICABLE STATUTE OF LIMITATIONS, THE
REPRESENTATIONS, WARRANTIES, AGREEMENTS AND COVENANTS CONTAINED HEREIN SHALL
SURVIVE THE CLOSING AND THE DELIVERY OF THE SHARES, EXCEPT THAT THE
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN SHALL TERMINATE UPON THE ONE
YEAR ANNIVERSARY OF THE CLOSING DATE.
6.10
EXECUTION. THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, ALL OF WHICH WHEN TAKEN TOGETHER SHALL BE CONSIDERED ONE AND THE
SAME AGREEMENT AND SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY
EACH PARTY AND DELIVERED TO THE OTHER PARTY, IT BEING UNDERSTOOD THAT BOTH
PARTIES NEED NOT SIGN THE SAME COUNTERPART. IN THE EVENT THAT ANY SIGNATURE IS
DELIVERED BY FACSIMILE TRANSMISSION, OR BY E-MAIL DELIVERY OF A ".PDF" FORMAT
DATA FILE, SUCH SIGNATURE SHALL CREATE A VALID AND BINDING OBLIGATION OF THE
PARTY EXECUTING (OR ON WHOSE BEHALF SUCH SIGNATURE IS EXECUTED) WITH THE SAME
FORCE AND EFFECT AS IF SUCH FACSIMILE SIGNATURE PAGE WERE AN ORIGINAL THEREOF.
6.11
SEVERABILITY. IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
INVALID OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY AND ENFORCEABILITY OF THE
REMAINING TERMS AND PROVISIONS OF THIS AGREEMENT SHALL NOT IN ANY WAY BE
AFFECTED OR IMPAIRED THEREBY AND THE PARTIES WILL ATTEMPT TO AGREE UPON A VALID
AND ENFORCEABLE PROVISION THAT IS A REASONABLE SUBSTITUTE THEREFOR, AND UPON SO
AGREEING, SHALL INCORPORATE SUCH SUBSTITUTE PROVISION IN THIS AGREEMENT.
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6.12
REPLACEMENT OF SHARES. IF ANY CERTIFICATE OR INSTRUMENT EVIDENCING
ANY SHARES IS MUTILATED, LOST, STOLEN OR DESTROYED, THE COMPANY SHALL ISSUE OR
CAUSE TO BE ISSUED IN EXCHANGE AND SUBSTITUTION FOR AND UPON CANCELLATION
THEREOF, OR IN LIEU OF AND SUBSTITUTION THEREFOR, A NEW CERTIFICATE OR
INSTRUMENT, BUT ONLY UPON RECEIPT OF EVIDENCE REASONABLY SATISFACTORY TO THE
COMPANY AND THE TRANSFER AGENT OF SUCH LOSS, THEFT OR DESTRUCTION AND THE
EXECUTION BY THE HOLDER THEREOF OF A CUSTOMARY LOST CERTIFICATE AFFIDAVIT OF
THAT FACT AND AN AGREEMENT TO INDEMNIFY AND HOLD HARMLESS THE COMPANY AND THE
TRANSFER AGENT FOR ANY LOSSES IN CONNECTION THEREWITH OR, IF REQUIRED BY THE
TRANSFER AGENT, A BOND IN SUCH FORM AND AMOUNT AS IS REQUIRED BY THE TRANSFER
AGENT. THE APPLICANTS FOR A NEW CERTIFICATE OR INSTRUMENT UNDER SUCH
CIRCUMSTANCES SHALL ALSO PAY ANY REASONABLE THIRD-PARTY COSTS ASSOCIATED WITH
THE ISSUANCE OF SUCH REPLACEMENT SHARES. IF A REPLACEMENT CERTIFICATE OR
INSTRUMENT EVIDENCING ANY SHARES IS REQUESTED DUE TO A MUTILATION THEREOF, THE
COMPANY MAY REQUIRE DELIVERY OF SUCH MUTILATED CERTIFICATE OR INSTRUMENT AS A
CONDITION PRECEDENT TO ANY ISSUANCE OF A REPLACEMENT.
6.13
REMEDIES. IN ADDITION TO BEING ENTITLED TO EXERCISE ALL RIGHTS
PROVIDED HEREIN OR GRANTED BY LAW, INCLUDING RECOVERY OF DAMAGES, EACH OF THE
PURCHASERS AND THE COMPANY WILL BE ENTITLED TO SPECIFIC PERFORMANCE UNDER THE
TRANSACTION DOCUMENTS. THE PARTIES AGREE THAT MONETARY DAMAGES MAY NOT BE
ADEQUATE COMPENSATION FOR ANY LOSS INCURRED BY REASON OF ANY BREACH