capital stock shall be deemed to
be notice to the holder of such shares for all purposes hereof.
Unless otherwise specified herein, such notices or other communications shall be
deemed effective (a) on the date received, if personally delivered, (b) on the
date received if delivered by facsimile on a business day, or if not delivered
on a business day, on the first business day thereafter and (b) two business
days after being sent by overnight courier.
Each of the parties hereto shall be
entitled to specify a different address by giving notice as aforesaid to each of
the other parties hereto.
12.3.
BINDING EFFECT, ETC.
EXCEPT FOR RESTRICTIONS ON THE TRANSFER OF
SHARES SET FORTH IN OTHER AGREEMENTS, PLANS OR OTHER DOCUMENTS, THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO ITS SUBJECT
MATTER, SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN AGREEMENTS OR
DISCUSSIONS WITH RESPECT TO SUCH SUBJECT MATTER, AND SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, NO HOLDER PARTY HERETO MAY ASSIGN ANY OF ITS
RESPECTIVE RIGHTS OR DELEGATE ANY OF ITS RESPECTIVE OBLIGATIONS UNDER THIS
AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO, AND ANY
ATTEMPTED ASSIGNMENT OR DELEGATION IN VIOLATION OF THE FOREGOING SHALL BE NULL
AND VOID.
12.4.
DESCRIPTIVE HEADINGS.
THE DESCRIPTIVE HEADINGS OF THIS AGREEMENT
ARE FOR CONVENIENCE OF REFERENCE ONLY, ARE NOT TO BE CONSIDERED A PART HEREOF
AND SHALL NOT BE CONSTRUED TO DEFINE OR LIMIT ANY OF THE TERMS OR PROVISIONS
HEREOF.
12.5.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
12.6.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION HEREOF WOULD, UNDER
APPLICABLE LAW, BE INVALID OR UNENFORCEABLE IN ANY RESPECT, SUCH PROVISION SHALL
BE CONSTRUED BY MODIFYING OR LIMITING IT SO AS TO BE VALID AND ENFORCEABLE TO
THE MAXIMUM EXTENT COMPATIBLE WITH, AND POSSIBLE UNDER, APPLICABLE LAW.
THE
PROVISIONS HEREOF ARE SEVERABLE, AND IN THE EVENT ANY PROVISION HEREOF SHOULD BE
HELD INVALID OR UNENFORCEABLE IN ANY RESPECT, IT SHALL NOT INVALIDATE, RENDER
UNENFORCEABLE OR OTHERWISE AFFECT ANY OTHER PROVISION HEREOF.
12.7.
NO RECOURSE.
NOTWITHSTANDING ANYTHING THAT MAY BE EXPRESSED OR
IMPLIED IN THIS AGREEMENT, THE COMPANY AND EACH STOCKHOLDER COVENANT, AGREE AND
ACKNOWLEDGE THAT NO RECOURSE UNDER THIS AGREEMENT OR ANY DOCUMENTS OR
INSTRUMENTS DELIVERED IN CONNECTION WITH THIS AGREEMENT SHALL BE HAD AGAINST ANY
CURRENT OR FUTURE DIRECTOR, OFFICER, EMPLOYEE, GENERAL OR LIMITED PARTNER OR
MEMBER OF ANY STOCKHOLDER OR OF ANY AFFILIATE OR ASSIGNEE THEREOF, AS SUCH,
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WHETHER BY THE ENFORCEMENT OF ANY ASSESSMENT OR BY ANY LEGAL OR EQUITABLE
PROCEEDING, OR BY VIRTUE OF ANY STATUTE, REGULATION OR OTHER APPLICABLE LAW, IT
BEING EXPRESSLY AGREED AND ACKNOWLEDGED THAT NO PERSONAL LIABILITY WHATSOEVER
SHALL ATTACH TO, BE IMPOSED ON OR OTHERWISE BE INCURRED BY ANY CURRENT