TO ARTICLE 8 THEREOF.
5.
FURTHER ASSURANCES.
SUBJECT TO THE TERMS OF THIS AGREEMENT, FROM
TIME TO TIME, STOCKHOLDER SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS
AND USE COMMERCIALLY REASONABLE EFFORTS TO TAKE, OR CAUSE TO BE TAKEN, ALL SUCH
FURTHER ACTIONS, AND TO DO OR CAUSE TO BE DONE, ALL THINGS REASONABLY NECESSARY,
PROPER OR ADVISABLE UNDER APPLICABLE LAWS AND REGULATIONS TO CONSUMMATE AND MAKE
EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
6.
MISCELLANEOUS.
4
6.1
SEVERABILITY.
IF ANY TERM, PROVISION, COVENANT OR RESTRICTION OF
THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID
OR UNENFORCEABLE, THE REMAINDER OF THE TERMS, PROVISIONS, COVENANTS AND
RESTRICTIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL
IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED.
6.2
BINDING EFFECT AND ASSIGNMENT.
THIS AGREEMENT AND ALL OF THE
PROVISIONS HEREOF SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, BUT, EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED HEREIN, NEITHER THIS AGREEMENT NOR ANY OF THE
RIGHTS, INTERESTS OR OBLIGATIONS OF THE PARTIES HERETO MAY BE ASSIGNED BY EITHER
OF THE PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER.
ANY PURPORTED
ASSIGNMENT IN VIOLATION OF THIS SECTION 6.2 SHALL BE VOID.
6.3
AMENDMENTS AND MODIFICATION.
THIS AGREEMENT MAY NOT BE MODIFIED,
AMENDED, ALTERED OR SUPPLEMENTED EXCEPT UPON THE EXECUTION AND DELIVERY OF A
WRITTEN AGREEMENT EXECUTED BY THE PARTIES HERETO.
6.4
SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF; ATTORNEYS FEES.
THE
PARTIES HERETO ACKNOWLEDGE THAT PARENT AND MERGER SUB WILL BE IRREPARABLY HARMED
AND THAT THERE WILL BE NO ADEQUATE REMEDY AT LAW FOR A VIOLATION OF ANY OF THE
COVENANTS OR AGREEMENTS OF STOCKHOLDER SET FORTH HEREIN.
THEREFORE, IT IS
AGREED THAT, IN ADDITION TO ANY OTHER REMEDIES THAT MAY BE AVAILABLE TO PARENT
OR MERGER SUB UPON ANY SUCH VIOLATION, PARENT AND MERGER SUB SHALL HAVE THE
RIGHT TO ENFORCE SUCH COVENANTS AND AGREEMENTS BY SPECIFIC PERFORMANCE,
INJUNCTIVE RELIEF OR BY ANY OTHER MEANS AVAILABLE TO PARENT OR MERGER SUB AT LAW
OR IN EQUITY AND STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
OBJECTION TO PARENT AND MERGER SUB SEEKING SO TO ENFORCE SUCH COVENANTS AND
AGREEMENTS BY SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF AND OTHER MEANS.
IF ANY
ACTION, SUIT OR OTHER PROCEEDING (WHETHER AT LAW, IN EQUITY OR OTHERWISE) IS
INSTITUTED CONCERNING OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREUNDER, THE PREVAILING PARTY SHALL RECOVER, IN ADDITION TO ANY
OTHER REMEDY GRANTED TO SUCH PARTY THEREIN, ALL SUCH PARTY'S COSTS AND ATTORNEYS
FEES INCURRED IN CONNECTION WITH THE PROSECUTION OR DEFENSE OF SUCH ACTION, SUIT
OR OTHER PROCEEDING.
6.5
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE
IN WRITING AND SHALL BE DEEMED GIVEN UPON DELIVERY EITHER PERSONALLY OR BY
COMMERCIAL DELIVERY SERVICE, OR SENT VIA FACSIMILE (RECEIPT CONFIRMED) TO THE
PARTIES AT THE FOLLOWING ADDRESSES OR FACSIMILE NUMBERS (OR AT SUCH OTHER
ADDRESS OR FACSIMILE NUMBERS FOR A PARTY AS SHALL BE