OTHERWISE SPECIFIED.
IF ANY PROVISION IN THE
BASIC DOCUMENTS IS HELD TO BE ILLEGAL, INVALID, NOT BINDING OR UNENFORCEABLE,
SUCH PROVISION SHALL BE FULLY SEVERABLE AND THE BASIC DOCUMENTS SHALL BE
CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL, INVALID, NOT BINDING OR UNENFORCEABLE
PROVISION HAD NEVER COMPRISED A PART OF THE BASIC DOCUMENTS, AND THE REMAINING
PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.
THE BASIC DOCUMENTS HAVE BEEN
REVIEWED AND NEGOTIATED BY SOPHISTICATED PARTIES WITH ACCESS TO LEGAL COUNSEL
AND SHALL NOT BE CONSTRUED AGAINST THE DRAFTER.
SECTION 8.02.
SURVIVAL OF PROVISIONS.
THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN THIS AGREEMENT SHALL SURVIVE THE EXECUTION AND DELIVERY
OF THIS AGREEMENT INDEFINITELY.
THE COVENANTS MADE IN THIS AGREEMENT OR ANY
OTHER BASIC DOCUMENT SHALL SURVIVE THE CLOSING OF THE TRANSACTIONS DESCRIBED
HEREIN AND REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT REGARDLESS OF
ACCEPTANCE OF ANY OF THE PURCHASED CLASS C UNITS OR THE PURCHASED UNITS AND
PAYMENT THEREFOR AND REPAYMENT, CONVERSION, EXERCISE OR REPURCHASE THEREOF.
ALL
INDEMNIFICATION OBLIGATIONS OF LINN AND THE PURCHASERS PURSUANT TO SECTION 3.12,
SECTION 4.07 AND ARTICLE VII OF THIS AGREEMENT SHALL REMAIN OPERATIVE AND IN
FULL FORCE AND EFFECT UNLESS SUCH OBLIGATIONS ARE EXPRESSLY TERMINATED IN A
WRITING BY THE PARTIES REFERENCING THE PARTICULAR ARTICLE OR SECTION, REGARDLESS
OF ANY PURPORTED GENERAL TERMINATION OF THIS AGREEMENT.
SECTION 8.03.
NO WAIVER; MODIFICATIONS IN WRITING.
(A)
DELAY.
NO FAILURE OR DELAY ON THE PART OF ANY PARTY IN EXERCISING
ANY RIGHT, POWER OR REMEDY HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR
SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY PRECLUDE
ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY RIGHT, POWER OR
REMEDY.
THE REMEDIES PROVIDED FOR HEREIN ARE CUMULATIVE AND ARE NOT EXCLUSIVE
OF ANY REMEDIES THAT MAY BE AVAILABLE TO A PARTY AT LAW OR IN EQUITY OR
OTHERWISE.
(B)
SPECIFIC WAIVER.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT
OR THE REGISTRATION RIGHTS AGREEMENT, NO AMENDMENT, WAIVER, CONSENT,
MODIFICATION OR TERMINATION OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER
BASIC DOCUMENT SHALL BE EFFECTIVE UNLESS SIGNED BY EACH OF THE PARTIES OR EACH
OF THE ORIGINAL SIGNATORIES THERETO AFFECTED BY SUCH AMENDMENT, WAIVER, CONSENT,
MODIFICATION OR TERMINATION.
ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF OR
23
TO ANY PROVISION OF THIS AGREEMENT OR ANY OTHER BASIC DOCUMENT, ANY WAIVER OF
ANY PROVISION OF THIS AGREEMENT OR ANY OTHER BASIC DOCUMENT AND ANY CONSENT TO
ANY DEPARTURE BY LINN FROM THE TERMS OF ANY PROVISION OF THIS AGREEMENT OR ANY
OTHER BASIC DOCUMENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE SPECIFIC PURPOSE FOR WHICH MADE OR GIVEN.
EXCEPT WHERE NOTICE IS
SPECIFICALLY REQUIRED BY THIS AGREEMENT, NO NOTICE TO OR DEMAND ON ANY PARTY IN
ANY CASE SHALL ENTITLE ANY PARTY TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN
SIMILAR OR OTHER CIRCUMSTANCES.
SECTION 8.04.
BINDING EFFECT; ASSIGNMENT.
(A)
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON LINN, EACH
PURCHASER, AND