HEREBY
EXPRESSLY WAIVED BY SUCH SELLER.
5.14
FURTHER ASSURANCES.
(A)
EACH SELLER SHALL, AT ITS SOLE COST AND EXPENSE, UPON REQUEST OF
BUYER, PROMPTLY AND DULY AUTHORIZE, EXECUTE AND/OR DELIVER, AS APPLICABLE, ANY
AND ALL FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS THAT
BUYER MAY REASONABLY REQUEST TO CARRY OUT MORE EFFECTIVELY THE PROVISIONS AND
PURPOSES OF THIS AGREEMENT OR TO OBTAIN THE FULL BENEFITS OF THIS AGREEMENT AND
OF THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING AUTHORIZING AND FILING
AMENDMENTS TO FINANCING STATEMENTS UNDER THE UCC WITH RESPECT TO THE OWNERSHIP
INTEREST OF BUYER CREATED BY THIS AGREEMENT. EACH SELLER HEREBY AUTHORIZES BUYER
TO FILE ANY SUCH FINANCING STATEMENTS WITHOUT THE SIGNATURE OF SUCH SELLER TO
THE EXTENT PERMITTED BY APPLICABLE LAW. A CARBON, PHOTOGRAPHIC OR OTHER
REPRODUCTION OF THIS AGREEMENT OR OF ANY NOTICE OR FINANCING STATEMENT COVERING
THE TRANSFERRED ASSETS OR ANY PART THEREOF SHALL BE SUFFICIENT AS A NOTICE OR
FINANCING STATEMENT WHERE PERMITTED BY LAW. IF ANY AMOUNT PAYABLE UNDER OR IN
CONNECTION WITH ANY OF THE TRANSFERRED ASSETS IS OR SHALL BECOME EVIDENCED BY
ANY INSTRUMENT, SUCH INSTRUMENT, OTHER THAN CHECKS AND NOTES RECEIVED IN THE
ORDINARY COURSE OF BUSINESS, SHALL BE DULY ENDORSED IN A MANNER SATISFACTORY TO
BUYER IMMEDIATELY UPON SUCH SELLER'S RECEIPT THEREOF AND PROMPTLY DELIVERED TO
OR AT THE DIRECTION OF BUYER.
(B)
IF A SELLER FAILS TO PERFORM ANY AGREEMENT OR OBLIGATION UNDER
THIS SECTION 5.14, BUYER MAY (BUT SHALL NOT BE REQUIRED TO) ITSELF PERFORM, OR
CAUSE PERFORMANCE OF, SUCH AGREEMENT OR OBLIGATION, AND THE REASONABLE EXPENSES
OF BUYER INCURRED IN CONNECTION THEREWITH SHALL BE PAYABLE BY SUCH SELLER UPON
DEMAND OF BUYER.
5.15
NO INDIRECT OR CONSEQUENTIAL DAMAGES.
NO PARTY TO THIS AGREEMENT
SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT, ANY
SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER
PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR PUNITIVE, EXEMPLARY
OR, EXCEPT IN THE CASE OF FRAUD, BAD FAITH, WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE, INDIRECT OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF
ANY TRANSACTION CONTEMPLATED HEREUNDER.
20
5.16
NO ASSUMPTION IN DRAFTING.
THE PARTIES HERETO ACKNOWLEDGE AND
AGREE THAT (A) EACH PARTY HAS REVIEWED AND NEGOTIATED THE TERMS AND PROVISIONS
OF THIS AGREEMENT AND HAS HAD THE OPPORTUNITY TO CONTRIBUTE TO ITS REVISION, AND
(B) EACH PARTY HAS BEEN REPRESENTED BY COUNSEL IN REVIEWING AND NEGOTIATING SUCH
TERMS AND PROVISIONS.
ACCORDINGLY, THE RULE OF CONSTRUCTION TO THE EFFECT THAT
AMBIGUITIES ARE RESOLVED AGAINST THE DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE
INTERPRETATION OF THIS AGREEMENT.
RATHER, THE TERMS OF THIS AGREEMENT SHALL BE
CONSTRUED FAIRLY AS TO BOTH PARTIES HERETO AND NOT IN FAVOR OR AGAINST EITHER
PARTY.
5.17
HEADINGS; SECTION AND ARTICLE REFERENCES.
THE HEADINGS IN THIS
AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND ARE NOT TO BE CONSIDERED IN THE
INTERPRETATION OR CONSTRUCTION OF THE PROVISIONS HEREOF.
UNLESS THE CONTEXT OF
THIS AGREEMENT OTHERWISE CLEARLY REQUIRES, THE FOLLOWING RULES