PARTIES HERETO AGREE THAT THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS AGREEMENT AND THE EXHIBITS HERETO, INCLUDING, BUT NOT LIMITED TO,
ALL ISSUES RELATED TO USURY.
ANY ACTION TO ENFORCE THE TERMS OF THIS AGREEMENT
OR ANY OF ITS EXHIBITS, OR ANY OTHER TRANSACTION DOCUMENT SHALL BE BROUGHT
EXCLUSIVELY IN THE STATE AND/OR FEDERAL COURTS SITUATE IN THE COUNTY AND STATE
OF NEW YORK.
SERVICE OF PROCESS IN ANY ACTION BY THE PURCHASER TO ENFORCE THE
TERMS OF THIS AGREEMENT MAY BE MADE BY SERVING A COPY OF THE SUMMONS AND
COMPLAINT, IN ADDITION TO ANY OTHER RELEVANT DOCUMENTS, BY COMMERCIAL OVERNIGHT
COURIER TO THE COMPANY AT ITS PRINCIPAL ADDRESS SET FORTH IN THIS AGREEMENT.
12
5.9
SURVIVAL.
THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
THE PURCHASER CONTAINED IN THIS AGREEMENT SHALL SURVIVE THE CLOSING.
5.10
COUNTERPART SIGNATURES.
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, SUCH SIGNATURE SHALL CREATE A VALID AND
BINDING OBLIGATION OF THE PARTY EXECUTING (OR ON WHOSE BEHALF SUCH SIGNATURE IS
EXECUTED) THE SAME WITH THE SAME FORCE AND EFFECT AS IF SUCH FACSIMILE SIGNATURE
PAGE WERE AN ORIGINAL THEREOF.
5.11
PUBLICITY.
THE COMPANY AND THE PURCHASER SHALL CONSULT WITH EACH
OTHER IN ISSUING ANY PRESS RELEASES OR OTHERWISE MAKING PUBLIC STATEMENTS WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY AND NEITHER PARTY SHALL ISSUE
ANY SUCH PRESS RELEASE OR OTHERWISE MAKE ANY SUCH PUBLIC STATEMENT WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED, UNLESS COUNSEL FOR THE DISCLOSING PARTY DEEMS SUCH PUBLIC
STATEMENT TO BE REQUIRED BY APPLICABLE FEDERAL AND/OR STATE SECURITIES LAWS, IN
WHICH EVENT THE COMPANY SHALL PROVIDE THE PURCHASER WITH A COPY OF IT'S INTENDED
COMMUNICATION OR FILING PRIOR TO MAKING IT PUBLIC AND GIVING PURCHASER
SUFFICIENT TIME TO DISCUSS IT WITH THE COMPANY.
EXCEPT AS OTHERWISE REQUIRED BY
APPLICABLE LAW OR REGULATION, THE COMPANY WILL NOT DISCLOSE TO ANY THIRD PARTY
(EXCLUDING ITS LEGAL COUNSEL, ACCOUNTANTS AND REPRESENTATIVES) THE NAMES OF THE
PURCHASER.
5.12
SEVERABILITY.
IN CASE ANY ONE OR MORE OF THE PROVISIONS OF THIS
AGREEMENT SHALL 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 WHICH SHALL BE A REASONABLE SUBSTITUTE
THEREFORE, AND UPON SO AGREEING, SHALL INCORPORATE SUCH SUBSTITUTE PROVISION IN
THIS AGREEMENT.
5.13
LIMITATION OF REMEDIES.
WITH RESPECT TO CLAIMS BY THE COMPANY OR
ANY PERSON ACTING BY OR THROUGH THE COMPANY, OR BY THE PURCHASER OR ANY PERSON
ACTING