A BUYER UNDER THE OPERATIVE AGREEMENTS, OR OTHERWISE.
(D)
THE OBLIGATIONS OF SYSTEMAX UNDER THIS SECTION 10.16 SHALL BE
AUTOMATICALLY REINSTATED IF AND TO THE EXTENT THAT FOR ANY REASON ANY PAYMENT BY
OR ON BEHALF OF A BUYER IN RESPECT OF THE BUYER GUARANTEED OBLIGATIONS IS
RESCINDED OR MUST BE OTHERWISE RESTORED BY ANY HOLDER OF ANY OF THE BUYER
GUARANTEED OBLIGATIONS, WHETHER AS A RESULT OF ANY LEGAL PROCEEDINGS IN
BANKRUPTCY LAW OR OTHERWISE, AND SYSTEMAX AGREES THAT IT WILL INDEMNIFY SELLER
ON DEMAND FOR ALL REASONABLE COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
FEES OF COUNSEL) INCURRED BY SELLER IN CONNECTION WITH SUCH RESCISSION OR
RESTORATION, INCLUDING ANY SUCH COSTS AND EXPENSES INCURRED IN DEFENDING AGAINST
ANY CLAIM ALLEGING THAT SUCH RESCINDED OR RESTORED PAYMENT CONSTITUTED A
PREFERENCE, FRAUDULENT TRANSFER OR SIMILAR PAYMENT UNDER ANY BANKRUPTCY LAW. THE
OBLIGATIONS OF SYSTEMAX HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL
THE FIRST DAY ON WHICH ALL OF THE BUYER GUARANTEED OBLIGATIONS UNDER THE
AGREEMENT HAVE BEEN PAID OR OTHERWISE PERFORMED IN FULL.
(E)
SYSTEMAX HEREBY AGREES THAT UNTIL THE PAYMENT AND SATISFACTION IN
FULL OF ALL BUYER GUARANTEED OBLIGATIONS UNDER THIS AGREEMENT, IT SHALL NOT
EXERCISE ANY RIGHT OR REMEDY ARISING BY REASON OF ANY PERFORMANCE BY IT OF ITS
GUARANTEE IN THIS SECTION 10.16, WHETHER BY SUBROGATION OR OTHERWISE, AGAINST A
BUYER OR ANY OTHER GUARANTOR OF ANY OF THE BUYER GUARANTEED OBLIGATIONS OR ANY
SECURITY FOR ANY OF THE BUYER GUARANTEED OBLIGATIONS.
(F)
SYSTEMAX AGREES THAT THE BUYER GUARANTEED OBLIGATIONS MAY BE
DECLARED TO BE FORTHWITH DUE AND PAYABLE IF NOT PAID OR PERFORMED WHEN DUE,
NOTWITHSTANDING ANY STAY, INJUNCTION OR OTHER PROHIBITION PREVENTING SUCH
DECLARATION (OR SUCH OBLIGATIONS FROM BECOMING AUTOMATICALLY DUE AND PAYABLE) AS
AGAINST A BUYER AND THAT, IN THE EVENT OF SUCH DECLARATION (OR SUCH OBLIGATIONS
BEING DEEMED TO HAVE BECOME AUTOMATICALLY DUE AND PAYABLE), SUCH OBLIGATIONS
(WHETHER OR NOT DUE AND PAYABLE BY A BUYER) SHALL FORTHWITH BECOME IMMEDIATELY
DUE AND PAYABLE SYSTEMAX FOR PURPOSES OF THIS SECTION 10.16.
(G)
THE GUARANTEE IN THIS SECTION 10.16 IS A CONTINUING GUARANTEE, AND
SHALL APPLY TO ALL BUYER GUARANTEED OBLIGATIONS WHENEVER ARISING AND WHEREVER
LOCATED.
10.17
TERMINATION.
(A)
THIS AGREEMENT MAY BE TERMINATED WITH RESPECT TO THE SALE OF THE
PURCHASED INTERNET ASSETS AT ANY TIME PRIOR TO THE DATE OF THE INTERNET CLOSING:
(I)
BY MUTUAL AGREEMENT OF THE SELLER AND
THE INTERNET BUYER;
(II)
BY EITHER THE SELLER OR THE INTERNET
BUYER, BY WRITTEN NOTICE TO THE OTHER PARTY IF THERE IS A MATERIAL BREACH OF THE
OTHER PARTY'S OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO THE CONTEMPLATED
PURCHASE OF THE PURCHASED INTERNET ASSETS AND SUCH BREACH
43
CONTINUES FOR A PERIOD OF FIFTEEN (15) DAYS AFTER WRITTEN NOTICE THEREOF HAS
BEEN GIVEN BY THE NON-BREACHING PARTY TO THE BREACHING PARTY, AND
NOTWITHSTANDING THAT THE NON-BREACHING PARTY MAY HAVE BREACHED ANY OBLIGATIONS
UNDER THIS AGREEMENT WITH RESPECT TO THE CONTEMPLATED PURCHASE OF THE PURCHASED
REAL ESTATE ASSETS;
(III)
BY EITHER