Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.
Definitions For purposes of this Agreement:
Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.
Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Termination This Agreement may be terminated at any time prior to the Closing:
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.
Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.
