WITH THE ISSUANCE OF SUCH REPLACEMENT SECURITIES.
6.14
REMEDIES.
IN ADDITION TO BEING ENTITLED TO EXERCISE ALL RIGHTS
PROVIDED HEREIN OR GRANTED BY LAW, INCLUDING RECOVERY OF DAMAGES, EACH OF THE
PURCHASERS, IAPL AND THE COMPANY
39
WILL BE ENTITLED TO SPECIFIC PERFORMANCE UNDER THE TRANSACTION DOCUMENTS.
THE
PARTIES AGREE THAT MONETARY DAMAGES MAY NOT BE ADEQUATE COMPENSATION FOR ANY
LOSS INCURRED BY REASON OF ANY BREACH OF OBLIGATIONS DESCRIBED IN THE FOREGOING
SENTENCE AND HEREBY AGREES TO WAIVE IN ANY ACTION FOR SPECIFIC PERFORMANCE OF
ANY SUCH OBLIGATION THE DEFENSE THAT A REMEDY AT LAW WOULD BE ADEQUATE.
6.15
INDEPENDENT NATURE OF PURCHASERS' OBLIGATIONS AND RIGHTS.
THE
OBLIGATIONS OF EACH PURCHASER UNDER ANY TRANSACTION DOCUMENT ARE SEVERAL AND NOT
JOINT WITH THE OBLIGATIONS OF ANY OTHER PURCHASER, AND NO PURCHASER SHALL BE
RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER
PURCHASER UNDER ANY TRANSACTION DOCUMENT.
NOTHING CONTAINED HEREIN OR IN ANY
TRANSACTION DOCUMENT, AND NO ACTION TAKEN BY ANY PURCHASER PURSUANT THERETO,
SHALL BE DEEMED TO CONSTITUTE THE PURCHASERS AS A PARTNERSHIP, AN ASSOCIATION, A
JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A PRESUMPTION THAT THE
PURCHASERS ARE IN ANY WAY ACTING IN CONCERT OR AS A GROUP WITH RESPECT TO SUCH
OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENT.
EACH
PURCHASER SHALL BE ENTITLED TO INDEPENDENTLY PROTECT AND ENFORCE ITS RIGHTS,
INCLUDING WITHOUT LIMITATION, THE RIGHTS ARISING OUT OF THIS AGREEMENT OR OUT OF
THE OTHER TRANSACTION DOCUMENTS, AND IT SHALL NOT BE NECESSARY FOR ANY OTHER
PURCHASER TO BE JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH
PURPOSE.
EACH PURCHASER HAS BEEN REPRESENTED BY ITS OWN SEPARATE LEGAL COUNSEL
IN THEIR REVIEW AND NEGOTIATION OF THE TRANSACTION DOCUMENTS.
EACH PARTY HERETO
ACKNOWLEDGES THAT FENWICK & WEST LLP IS LEGAL COUNSEL TO THE LEAD PURCHASER AND
NOT ANY OTHER PURCHASER.
FOR REASONS OF ADMINISTRATIVE CONVENIENCE ONLY, THE
PURCHASERS ACKNOWLEDGE AND AGREE THAT THEY AND THEIR RESPECTIVE COUNSEL HAVE
CHOSEN TO COMMUNICATE WITH THE COMPANY AND IAPL THROUGH THE LEAD PURCHASER.
6.16
CONFLICT WITH MEMORANDUM OF ASSOCIATION AND ARTICLES OF
ASSOCIATION.
IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE
PROVISIONS OF THIS AGREEMENT AND THE MEMORANDUM OF ASSOCIATION OR THE ARTICLES
OF ASSOCIATION OF IAPL, THE FORMER SHALL PREVAIL TO THE EXTENT OF THE
INCONSISTENCY AS TO ANY PURCHASER WHO IS FOR THE TIME BEING A HOLDER OF ANY
SHARES IN IAPL.
6.17
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT.
A PERSON WHO IS NOT PARTY
TO THIS AGREEMENT HAS NO RIGHTS UNDER THE CONTRACTS (RIGHTS OF THIRD PARTIES)
ACT (CHAPTER 53B) OF SINGAPORE TO ENFORCE ANY TERM OF THIS AGREEMENT, BUT THIS
DOES NOT AFFECT ANY RIGHT OR REMEDY OF A THIRD PARTY WHICH EXISTS OR IS
AVAILABLE APART FROM THE SAID ACT.
(Signature Page Follows)
40
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase and
Exchange Agreement to be duly executed by their respective authorized
signatories as of the date