ACT HEREIN REQUIRED TO BE
PERFORMED BY IT, ONLY IF THE COMPANY SHALL HAVE OBTAINED THE WRITTEN CONSENT TO
SUCH AMENDMENT, ACTION OR OMISSION TO ACT, OF PURCHASER.
(B)
NOTICES.
ALL NOTICES AND OTHER
COMMUNICATIONS PROVIDED FOR OR PERMITTED HEREUNDER SHALL BE MADE AS SET FORTH IN
THE PURCHASE AGREEMENT.
(C)
ASSIGNMENTS AND TRANSFERS BY PURCHASER.
THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT
OF THE PURCHASER AND ITS SUCCESSORS AND ASSIGNS.
PURCHASER MAY
8
TRANSFER OR ASSIGN, IN WHOLE OR FROM TIME TO TIME IN PART, TO ONE OR MORE
PERSONS ITS RIGHTS HEREUNDER IN CONNECTION WITH THE TRANSFER OF REGISTRABLE
SECURITIES BY PURCHASER TO SUCH PERSON, PROVIDED THAT PURCHASER COMPLIES WITH
ALL LAWS APPLICABLE THERETO AND PROVIDES WRITTEN NOTICE OF ASSIGNMENT TO THE
COMPANY PROMPTLY AFTER SUCH ASSIGNMENT IS EFFECTED.
(D)
ASSIGNMENTS AND TRANSFERS BY THE COMPANY.
THIS AGREEMENT MAY NOT BE ASSIGNED BY THE COMPANY (WHETHER BY OPERATION OF LAW
OR OTHERWISE) WITHOUT THE PRIOR WRITTEN CONSENT OF PURCHASER, PROVIDED, HOWEVER,
THAT THE COMPANY MAY ASSIGN ITS RIGHTS AND DELEGATE ITS DUTIES HEREUNDER TO ANY
SURVIVING OR SUCCESSOR CORPORATION IN CONNECTION WITH A MERGER OR CONSOLIDATION
OF THE COMPANY WITH ANOTHER CORPORATION, OR A SALE, TRANSFER OR OTHER
DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS TO ANOTHER
CORPORATION, WITHOUT THE PRIOR WRITTEN CONSENT OF THE PURCHASER, AFTER NOTICE
DULY GIVEN BY THE COMPANY TO PURCHASER.
(E)
BENEFITS OF THE AGREEMENT.
THE TERMS AND
CONDITIONS OF THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS OF THE PARTIES.
NOTHING IN THIS
AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY OTHER THAN
THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ANY RIGHTS,
REMEDIES, OBLIGATIONS, OR LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT,
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
(F)
COUNTERPARTS; FAXES.
THIS AGREEMENT MAY
BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
THIS AGREEMENT MAY ALSO BE EXECUTED VIA FACSIMILE, WHICH SHALL BE
DEEMED AN ORIGINAL.
(G)
TITLES AND SUBTITLES.
THE TITLES AND
SUBTITLES USED IN THIS AGREEMENT ARE USED FOR CONVENIENCE ONLY AND ARE NOT TO BE
CONSIDERED IN CONSTRUING OR INTERPRETING THIS AGREEMENT.
(H)
SEVERABILITY.
ANY PROVISION OF THIS
AGREEMENT THAT IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO
SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF BUT SHALL
BE INTERPRETED AS IF IT WERE WRITTEN SO AS TO BE ENFORCEABLE TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY
IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION
IN ANY OTHER JURISDICTION.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
PARTIES HEREBY WAIVE ANY PROVISION OF LAW WHICH RENDERS ANY PROVISIONS HEREOF
PROHIBITED OR UNENFORCEABLE IN ANY RESPECT.
(I)
FURTHER ASSURANCES.
THE PARTIES