REGISTRATION RIGHTS AGREEMENT IS
SEVERABLE. IF ANY SUCH PROVISION IS HELD TO BE OR BECOMES INVALID OR
UNENFORCEABLE IN ANY RESPECT UNDER THE LAW OF ANY JURISDICTION, IT SHALL HAVE NO
EFFECT IN THAT RESPECT AND THE PARTIES SHALL ENDEAVOR ON A COMMERCIALLY
REASONABLE BASIS TO REPLACE IT IN THAT RESPECT WITH A VALID AND ENFORCEABLE
SUBSTITUTE PROVISION THE EFFECT OF WHICH IS AS CLOSE TO ITS INTENDED EFFECT AS
POSSIBLE.
SECTION 9.05.
ENTIRE AGREEMENT.
THIS AGREEMENT, THE REGISTRATION RIGHTS AGREEMENT, THE TRANSACTION AGREEMENT AND
THE CONFIDENTIALITY AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES
HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL
PRIOR AGREEMENTS AND UNDERTAKINGS, BOTH WRITTEN AND ORAL, BETWEEN THE COMPANY
AND THE INVESTOR WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF.
SECTION 9.06.
ASSIGNMENT.
THIS
AGREEMENT MAY NOT BE ASSIGNED BY OPERATION OF LAW OR OTHERWISE WITHOUT THE
EXPRESS WRITTEN CONSENT OF THE COMPANY OR THE
32
INVESTOR (WHICH CONSENT MAY BE GRANTED OR WITHHELD IN THE SOLE DISCRETION OF THE
COMPANY OR THE INVESTOR), AS THE CASE MAY BE, EXCEPT IN THE CASE OF AN
ASSIGNMENT BY THE INVESTOR TO ONE OR MORE OF ITS AFFILIATES WHERE THE INVESTOR
AND SUCH AFFILIATE OR AFFILIATES EACH AGREE TO BE BOUND BY THE COVENANTS
APPLICABLE TO THE INVESTOR IN THIS AGREEMENT.
SECTION 9.07.
AMENDMENT.
THIS
AGREEMENT MAY NOT BE AMENDED OR MODIFIED EXCEPT (A) BY AN INSTRUMENT IN WRITING
SIGNED BY, OR ON BEHALF OF, THE COMPANY AND THE INVESTOR OR (B) BY A WAIVER IN
ACCORDANCE WITH SECTION 9.08.
SECTION 9.08.
WAIVER.
EITHER PARTY
TO THIS AGREEMENT MAY (A) EXTEND THE TIME FOR THE PERFORMANCE OF ANY OF THE
OBLIGATIONS OR OTHER ACTS OF THE OTHER PARTY, (B) WAIVE ANY INACCURACIES IN THE
REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTY CONTAINED HEREIN OR IN ANY
DOCUMENT DELIVERED BY THE OTHER PARTY PURSUANT HERETO OR (C) WAIVE COMPLIANCE
WITH ANY OF THE AGREEMENTS OF THE OTHER PARTY OR CONDITIONS TO SUCH PARTY'S
OBLIGATIONS CONTAINED HEREIN.
ANY SUCH EXTENSION OR WAIVER SHALL BE VALID ONLY
IF SET FORTH IN AN INSTRUMENT IN WRITING SIGNED BY THE PARTY TO BE BOUND
THEREBY.
ANY WAIVER OF ANY TERM OR CONDITION SHALL NOT BE CONSTRUED AS A WAIVER
OF ANY SUBSEQUENT BREACH OR A SUBSEQUENT WAIVER OF THE SAME TERM OR CONDITION,
OR A WAIVER OF ANY OTHER TERM OR CONDITION OF THIS AGREEMENT.
THE FAILURE OF
EITHER PARTY HERETO TO ASSERT ANY OF ITS RIGHTS HEREUNDER SHALL NOT CONSTITUTE A
WAIVER OF ANY SUCH RIGHTS.
SECTION 9.09.
THIRD PARTY
BENEFICIARIES.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE SOLELY TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED
ASSIGNS AND NOTHING HEREIN, EXPRESS OR IMPLIED, OTHER THAN THE PROVISIONS OF
ARTICLE VII RELATING TO INDEMNIFIED PARTIES, IS INTENDED TO OR SHALL CONFER UPON
ANY OTHER PERSON ANY LEGAL OR EQUITABLE RIGHT, BENEFIT OR REMEDY OF ANY NATURE
WHATSOEVER, INCLUDING ANY RIGHTS OF EMPLOYMENT FOR ANY SPECIFIED PERIOD, UNDER
OR