Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Definitions For purposes of this Agreement:
Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:
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.
Termination This Agreement may be terminated at any time prior to the Closing:
Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.
