AND OBLIGATIONS OF EACH PARTY
6
HERETO SHALL CEASE EXCEPT THAT THIS SECTION 8 AND SECTIONS 9 AND 11 SHALL
SURVIVE SUCH TERMINATION AND; PROVIDED, THAT NO SUCH TERMINATION OF THIS
AGREEMENT SHALL RELIEVE ANY PARTY HERETO FROM ANY LIABILITY FOR ANY BREACH OF
ANY PROVISION OF THIS AGREEMENT PRIOR TO TERMINATION.
SECTION 9.
GENERAL PROVISIONS.
(A) AMENDMENTS.
THIS AGREEMENT MAY
NOT BE AMENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY ALL OF THE PARTIES
HERETO.
(B)
NOTICES.
ALL NOTICES, REQUESTS, CLAUSES, DEMANDS AND OTHER
COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED
GIVEN IF DELIVERED PERSONALLY, TELECOPIED (WITH CONFIRMATION) OR SENT BY
OVERNIGHT OR SAME-DAY COURIER (PROVIDING PROOF OF DELIVERY):
if to Parent, in accordance with Section 10.6 of the Merger Agreement; and
if to any Stockholder, at the addresses set forth on Schedule A hereto (or at
such other address as shall be specified by like notice).
(C)
INTERPRETATION.
WHEN A REFERENCE IS MADE IN THIS AGREEMENT TO A
SECTION OR A SCHEDULE, SUCH REFERENCE SHALL BE TO A SECTION OF, OR A SCHEDULE
TO, THIS AGREEMENT UNLESS OTHERWISE INDICATED.
THE HEADINGS CONTAINED IN THIS
AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE
MEANING OR INTERPRETATION OF THIS AGREEMENT.
WHENEVER THE WORDS "INCLUDE",
"INCLUDES" OR "INCLUDING" ARE USED IN THIS AGREEMENT, THEY SHALL BE DEEMED TO BE
FOLLOWED BY THE WORDS "WITHOUT LIMITATION".
THE WORDS "HEREOF", "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER
TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT.
THE TERM "OR" IS NOT EXCLUSIVE.
THE WORD "EXTENT" IN THE PHRASE "TO
THE EXTENT" SHALL MEAN THE DEGREE TO WHICH A SUBJECT OR OTHER THING EXTENDS, AND
SUCH PHRASE SHALL NOT MEAN SIMPLY "IF".
THE DEFINITIONS CONTAINED IN THIS
AGREEMENT ARE APPLICABLE TO THE SINGULAR AS WELL AS THE PLURAL FORMS OF SUCH
TERMS.
REFERENCES TO A PERSON ARE ALSO TO ITS PERMITTED SUCCESSORS AND ASSIGNS.
(D)
COUNTERPARTS; EFFECTIVENESS.
THIS AGREEMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME
AGREEMENT AND SHALL BECOME EFFECTIVE WHEN ONE OR MORE COUNTERPARTS HAVE BEEN
SIGNED BY EACH OF THE PARTIES HERETO AND DELIVERED TO THE OTHER PARTY.
THE
EFFECTIVENESS OF THIS AGREEMENT SHALL BE CONDITIONED UPON THE EXECUTION AND
DELIVERY OF THE MERGER AGREEMENT BY EACH OF THE PARTIES THERETO.
(E)
ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT
(INCLUDING THE DOCUMENTS AND INSTRUMENTS REFERRED TO HEREIN) (I) CONSTITUTES THE
ENTIRE AGREEMENT AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH
WRITTEN AND ORAL, AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER OF
THIS AGREEMENT AND (II) IS NOT INTENDED TO CONFER UPON ANY PERSON OTHER THAN THE
PARTIES HERETO (AND THE PERSONS SPECIFIED AS PROXIES IN SECTION 4) ANY RIGHTS OR
REMEDIES.
(F)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE