HEREOF AND
SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS,
WHETHER ORAL OR WRITTEN, OF THE PARTIES, AND THERE ARE NO WARRANTIES,
REPRESENTATIONS OR OTHER AGREEMENTS BETWEEN THE PARTIES IN CONNECTION WITH THE
SUBJECT MATTER HEREOF EXCEPT AS SET FORTH SPECIFICALLY HEREIN OR CONTEMPLATED
HEREBY. NO SUPPLEMENT, MODIFICATION OR WAIVER OF THIS AGREEMENT SHALL BE BINDING
UNLESS EXECUTED IN WRITING BY THE PARTY TO BE BOUND THEREBY. THE FAILURE OF A
PARTY TO EXERCISE ANY RIGHT OR REMEDY SHALL NOT BE DEEMED OR CONSTITUTE A WAIVER
OF SUCH RIGHT OR REMEDY IN THE FUTURE. NO WAIVER OF ANY OF THE PROVISIONS OF
THIS AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER
PROVISION HEREOF (REGARDLESS OF WHETHER SIMILAR), NOR SHALL ANY SUCH WAIVER
CONSTITUTE A CONTINUING WAIVER UNLESS OTHERWISE EXPRESSLY PROVIDED.
SECTION 8.5
BINDING EFFECT AND ASSIGNMENT. THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
PERMITTED SUCCESSORS AND ASSIGNS. NO PARTY TO THIS AGREEMENT MAY ASSIGN ITS
RIGHTS HEREUNDER WITHOUT THE WRITTEN CONSENT OF THE OTHER PARTIES. NOTHING IN
THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY PERSON OTHER
THAN THE PARTIES AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS, ANY
RIGHTS, BENEFITS OR OBLIGATIONS HEREUNDER. ANY PERSON INTO WHICH THE PURCHASER
MAY BE MERGED OR CONSOLIDATED, OR ANY PERSON RESULTING FROM ANY MERGER,
CONVERSION OR CONSOLIDATION TO WHICH THE PURCHASER SHALL BE A PARTY, OR ANY
PERSON SUCCEEDING TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OF THE PURCHASER,
SHALL BE AN ESTABLISHED MORTGAGE LOAN SERVICING INSTITUTION AND SHALL BE AN
APPROVED SBA GUARANTEED LENDER IN GOOD STANDING, OPERATING PURSUANT TO AN
EFFECTIVE LOAN GUARANTY AGREEMENT, AND SHALL BE THE SUCCESSOR OF THE PURCHASER,
HEREUNDER, WITHOUT THE EXECUTION OR FILING OF ANY PAPER OR ANY FURTHER ACT ON
THE PART OF ANY OF THE PARTIES HERETO, ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING EXCEPT AS MAY BE OTHERWISE REQUIRED BY THE SBA RULES AND
REGULATIONS AND THE CLOSING AGREEMENTS. THE PURCHASER SHALL SEND NOTICE OF ANY
SUCH MERGER OR CONSOLIDATION TO THE SELLERS.
SECTION 8.6
SEVERABILITY. IF ANY PROVISION OF THE AGREEMENT IS
RENDERED OR DECLARED ILLEGAL OR UNENFORCEABLE BY REASON OF ANY EXISTING OR
SUBSEQUENTLY ENACTED LEGISLATION OR BY
ASSET PURCHASE AGREEMENT - PAGE 20
DECREE OF A COURT OF LAST RESORT, THE PARTIES HERETO SHALL PROMPTLY MEET AND
NEGOTIATE SUBSTITUTE PROVISIONS FOR THOSE RENDERED OR DECLARED ILLEGAL OR
UNENFORCEABLE, BUT ALL OF THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL
REMAIN IN FULL FORCE AND EFFECT.
SECTION 8.7
EXECUTION. THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH SHALL
CONSTITUTE ONE INSTRUMENT.
SECTION 8.8
HEADINGS. THE HEADINGS OF THE SEVERAL ARTICLES AND
SECTIONS HEREIN ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT
INTENDED TO BE A PART OF OR TO AFFECT THE MEANING OR INTERPRETATION OF THIS
AGREEMENT.
SECTION 8.9
EXPENSES. SELLERS AND PURCHASER SHALL EACH PAY ALL COSTS
AND