SECTION 8.15
NO RECOURSE. THIS AGREEMENT MAY ONLY BE ENFORCED AGAINST,
AND ANY CLAIMS OR CAUSES OF ACTION THAT MAY BE BASED UPON, ARISE OUT OF OR
RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS
AGREEMENT MAY ONLY BE MADE AGAINST, THE ENTITIES THAT ARE EXPRESSLY IDENTIFIED
AS PARTIES HERETO AND NO PAST, PRESENT OR FUTURE AFFILIATE, DIRECTOR, OFFICER,
EMPLOYEE, INCORPORATOR, MEMBER, MANAGER, PARTNER, STOCKHOLDER, AGENT, ATTORNEY
OR REPRESENTATIVE OF ANY PARTY HERETO SHALL HAVE ANY LIABILITY FOR ANY
OBLIGATIONS OR LIABILITIES OF
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THE PARTIES TO THIS AGREEMENT OR FOR ANY CLAIM BASED ON, IN RESPECT OF, OR BY
REASON OF, THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 8.16
DEFINITIONS.
(A)
REFERENCES IN THIS AGREEMENT TO "SUBSIDIARIES" OF ANY PARTY SHALL
MEAN ANY CORPORATION, PARTNERSHIP, ASSOCIATION, TRUST OR OTHER FORM OF LEGAL
ENTITY OF WHICH (I) MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES ARE ON
THE DATE HEREOF DIRECTLY OR INDIRECTLY OWNED BY SUCH PARTY, OR (II) SUCH PARTY
OR ANY SUBSIDIARY OF SUCH PARTY IS A GENERAL PARTNER (EXCLUDING PARTNERSHIPS IN
WHICH SUCH PARTY OR ANY SUBSIDIARY OF SUCH PARTY DOES NOT HAVE A MAJORITY OF THE
VOTING INTERESTS IN SUCH PARTNERSHIP). REFERENCES IN THIS AGREEMENT (EXCEPT AS
SPECIFICALLY OTHERWISE DEFINED) TO "AFFILIATES" SHALL MEAN, AS TO ANY PERSON,
ANY OTHER PERSON WHICH, DIRECTLY OR INDIRECTLY, CONTROLS, OR IS CONTROLLED BY,
OR IS UNDER COMMON CONTROL WITH, SUCH PERSON. AS USED IN THIS DEFINITION,
"CONTROL" (INCLUDING, WITH ITS CORRELATIVE MEANINGS, "CONTROLLED BY" AND "UNDER
COMMON CONTROL WITH") SHALL MEAN THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE
POWER TO DIRECT OR CAUSE THE DIRECTION OF MANAGEMENT OR POLICIES OF A PERSON,
WHETHER THROUGH THE OWNERSHIP OF SECURITIES OR PARTNERSHIP OR OTHER OWNERSHIP
INTERESTS, BY CONTRACT OR OTHERWISE. REFERENCES IN THIS AGREEMENT (EXCEPT AS
SPECIFICALLY OTHERWISE DEFINED) TO "PERSON" SHALL MEAN AN INDIVIDUAL, A
CORPORATION, A PARTNERSHIP, A LIMITED LIABILITY COMPANY, AN ASSOCIATION, A TRUST
OR ANY OTHER ENTITY, GROUP (AS SUCH TERM IS USED IN SECTION 13 OF THE EXCHANGE
ACT) OR ORGANIZATION, INCLUDING, WITHOUT LIMITATION, A GOVERNMENTAL ENTITY, AND
ANY PERMITTED SUCCESSORS AND ASSIGNS OF SUCH PERSON. AS USED IN THIS AGREEMENT,
"KNOWLEDGE" MEANS (I) WITH RESPECT TO THE ESOP, THE ACTUAL KNOWLEDGE OF THE
INDIVIDUALS LISTED ON SECTION 8.16(A) OF THE COMPANY DISCLOSURE SCHEDULE AND
(II) WITH RESPECT TO THE COMPANY, THE ACTUAL KNOWLEDGE OF THE INDIVIDUALS LISTED
ON SECTION 8.16(A) OF THE COMPANY DISCLOSURE SCHEDULE. AS USED IN THIS
AGREEMENT, "BUSINESS DAY" SHALL MEAN ANY DAY OTHER THAN A SATURDAY, SUNDAY OR A
DAY ON WHICH THE BANKS IN NEW YORK ARE AUTHORIZED BY LAW OR EXECUTIVE ORDER TO
BE CLOSED. REFERENCES IN THIS AGREEMENT TO SPECIFIC LAWS OR TO SPECIFIC
PROVISIONS OF LAWS SHALL INCLUDE ALL RULES AND REGULATIONS PROMULGATED
THEREUNDER. ANY STATUTE DEFINED OR REFERRED TO HEREIN OR IN ANY AGREEMENT OR
INSTRUMENT REFERRED TO HEREIN SHALL MEAN SUCH STATUTE AS FROM TIME TO TIME
AMENDED, MODIFIED OR SUPPLEMENTED, INCLUDING BY SUCCESSION OF COMPARABLE
SUCCESSOR STATUTES.
(b)
Each of the