DISCHARGED, IN WHOLE OR IN PART,
OR OTHERWISE AFFECTED BY (I) THE FAILURE OF THE SELLERS TO ASSERT ANY CLAIM OR
DEMAND OR TO ENFORCE ANY RIGHT OR REMEDY AGAINST THE ANY OF BUYERS, (II) ANY
CHANGE IN THE TIME, PLACE OR MANNER OF PAYMENT OF ANY OF THE OBLIGATIONS OR ANY
RESCISSION, WAIVER, COMPROMISE, CONSOLIDATION OR OTHER AMENDMENT OR MODIFICATION
OF ANY OF THE TERMS OF PROVISIONS OF THIS AGREEMENT, (III) ANY CHANGE IN THE
CORPORATE EXISTENCE, STRUCTURE OR OWNERSHIP OF ANY OF THE BUYERS, (IV) ANY
INSOLVENCY, BANKRUPTCY, REORGANIZATION OR OTHER SIMILAR PROCEEDING AFFECTING ANY
OF THE BUYERS, (V) ANY LACK OF VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT,
(VI) THE EXISTENCE OF ANY CLAIM, SET-OFF OR OTHER RIGHTS WHICH THE PARENT MAY
HAVE AT ANY TIME AGAINST THE SELLERS OR ANY OF THE BUYERS, WHETHER IN CONNECTION
WITH THE OBLIGATIONS OR OTHERWISE, AND (VII) ANY OTHER ACT OR OMISSION WHICH
MIGHT IN ANY MANNER OR TO ANY EXTENT VARY THE RISK OF THE PARENT OR OTHERWISE
OPERATE AS A RELEASE OR DISCHARGE OF THE PARENT, ALL OF WHICH MAY BE DONE
WITHOUT NOTICE TO THE PARENT.
THE SELLERS SHALL NOT BE BOUND OR OBLIGED TO
EXHAUST THEIR RECOURSE AGAINST THE BUYERS OR PURSUE ANY OTHER REMEDY WHATSOEVER
BEFORE BEING ENTITLED TO DEMAND THE SATISFACTION OF THE OBLIGATIONS BY THE
PARENT HEREUNDER.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARENT HEREBY
EXPRESSLY WAIVES ANY AND ALL RIGHTS OR DEFENSES ARISING BY REASON OF ANY LAW
WHICH WOULD OTHERWISE REQUIRE ANY ELECTION OF REMEDIES BY THE SELLERS.
THE
PARENT ACKNOWLEDGES THAT IT WILL RECEIVE SUBSTANTIALLY DIRECT AND INDIRECT
BENEFITS FROM THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT THE
WAIVERS SET FORTH HEREIN ARE KNOWINGLY MADE IN CONTEMPLATION OF SUCH BENEFITS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE PARENT'S OBLIGATIONS UNDER
THIS GUARANTEE SHALL BE SUBJECT TO ANY AND ALL CLAIMS, DEFENSES, SETOFFS OR
OTHER RIGHTS OF OR AVAILABLE TO THE BUYERS.
71
(C)
THIS GUARANTEE SHALL REMAIN IN FULL FORCE
AND EFFECT AND SHALL BE BINDING ON THE PARENT, ITS SUCCESSORS AND ASSIGNS UNTIL
ALL OF THE OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID, OBSERVED, PERFORMED OR
SATISFIED IN FULL.
7.15.
Intentionally Omitted.
7.16.
Intentionally Omitted.
7.17.
Intentionally Omitted.
7.18.
Intentionally Omitted.
7.19.
No Assignment if Breach.
(A)
FOLLOWING THE EXERCISE DATE, THE SELLERS
AGREE TO USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL CONSENTS LISTED ON
SCHEDULE 7.19 OF THE SELLERS DISCLOSURE SCHEDULES.
NOTWITHSTANDING ANYTHING
CONTAINED IN THIS AGREEMENT TO THE CONTRARY, THIS AGREEMENT SHALL NOT CONSTITUTE
AN AGREEMENT TO EFFECT A CHANGE IN, OR TRANSFER, ASSIGN OR ASSUME, ANY CONTRACT,
IF THE ATTEMPTED CHANGE IN, OR TRANSFER, ASSIGNMENT OR ASSUMPTION OF THE SAME,
AS A RESULT OF THE ABSENCE OF THE CONSENT OR AUTHORIZATION OF A THIRD PARTY,
WOULD CONSTITUTE A BREACH OR DEFAULT UNDER ANY CONTRACT, WOULD VIOLATE ANY LAW
OR WOULD MATERIALLY INCREASE THE OBLIGATIONS OF THE BUYERS OR THE SELLERS WITH
RESPECT THERETO.
IF ANY SUCH CONSENT OR AUTHORIZATION IS NOT OBTAINED, THEN THE
BUYERS