BUYER FOR DAMAGES RESULTING FROM ANY BREACH BY SELLER OF THE
PROVISIONS OF THIS AGREEMENT.
ACCORDINGLY, IN THE EVENT OF ANY ACTUAL OR
THREATENED BREACH OF SUCH PROVISIONS, THE BUYER SHALL (IN ADDITION TO ANY OTHER
REMEDIES WHICH IT MAY HAVE) BE ENTITLED TO TEMPORARY AND PERMANENT INJUNCTIVE
RELIEF TO ENFORCE SUCH PROVISIONS, AND SUCH RELIEF MAY BE GRANTED WITHOUT THE
NECESSITY OF PROVING ACTUAL DAMAGES OR THE POSTING OF A BOND IN CONNECTION
THEREWITH.
SELLER FURTHER ACKNOWLEDGES THAT THIS AGREEMENT CONSTITUTES A
MATERIAL INDUCEMENT TO THE BUYER TO COMPLETE THE PURCHASE OF THE ALL OF THE
SHARES OWNED BY SELLER AND THE BUYER WILL BE RELYING ON THE ENFORCEABILITY OF
THIS AGREEMENT IN COMPLETING SUCH ACQUISITION.
(C)
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE
UNDERSTANDING BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SUPERSEDES ANY PRIOR UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS,
WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEPARATE
COUNTERPARTS, EACH OF WHICH WILL BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER
SHALL CONSTITUTE ONE AND THE SAME AGREEMENT, AND ANY PARTY HERETO MAY EXECUTE
THIS AGREEMENT BY SIGNING ANY SUCH COUNTERPART.
(E)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, PERSONAL
REPRESENTATIVES AND, TO THE EXTENT PERMITTED BY SUBSECTION (F) OF THIS
SECTION 5, SUCCESSORS AND ASSIGNS.
4
(F)
ASSIGNMENT.
SELLER MAY NOT ASSIGN THIS AGREEMENT.
THE RIGHTS OF
THE BUYER UNDER THIS AGREEMENT MAY BE ASSIGNED TO ANY AFFILIATE OF THE BUYER OR
TO ANY THIRD PARTY THAT PURCHASES ALL OF THE OUTSTANDING EQUITY OF THE COMPANY
OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY FROM THE BUYER.
(G)
MODIFICATION, AMENDMENT, WAIVER OR TERMINATION.
NO PROVISION OF
THIS AGREEMENT MAY BE MODIFIED, AMENDED, WAIVED OR TERMINATED EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED BY THE PARTIES TO THIS AGREEMENT.
NO COURSE OF
DEALING BETWEEN THE PARTIES WILL MODIFY, AMEND, WAIVE OR TERMINATE ANY PROVISION
OF THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER OR BY REASON
OF THIS AGREEMENT.
NO DELAY ON THE PART OF THE BUYER IN EXERCISING ANY RIGHT
HEREUNDER SHALL OPERATE AS A WAIVER OF SUCH RIGHT.
NO WAIVER, EXPRESS OR
IMPLIED, BY THE BUYER OF ANY RIGHT OF THE BUYER, OR OF ANY BREACH BY SELLER,
SHALL CONSTITUTE A WAIVER OF ANY OTHER RIGHT OR THE BUYER OR OF ANY OTHER BREACH
BY SELLER.
(H)
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS TO BE GIVEN OR
DELIVERED UNDER OR BY REASON OF THE PROVISIONS OF THIS AGREEMENT WILL BE IN
WRITING AND WILL BE DEEMED TO HAVE BEEN GIVEN (A) WHEN PERSONALLY DELIVERED, (B)
WHEN RECEIPT IS ACKNOWLEDGED, IF SENT BY FACSIMILE, TELECOPY OR OTHER ELECTRONIC
TRANSMISSION DEVICE; PROVIDED, HOWEVER, THAT IF RECEIPT IS ACKNOWLEDGED AFTER
NORMAL BUSINESS HOURS OF THE RECIPIENT, NOTICE SHALL BE DEEMED TO HAVE BEEN
GIVEN ON THE NEXT BUSINESS DAY, (C) ONE DAY AFTER DEPOSIT WITH