OR SUSPENSION OR AMENDMENT IS BY AN INSTRUMENT IN WRITING SIGNED BY AN OFFICER
OF OR OTHER DULY AUTHORIZED SIGNATORY OF SUCH PARTY AND, IN THE CASE OF A
SUSPENSION OR WAIVER, DIRECTED TO THE DEFAULTING PARTY SPECIFYING SUCH
SUSPENSION OR WAIVER.
(B)
EACH PARTY'S RIGHTS AND REMEDIES UNDER THIS AGREEMENT SHALL BE
CUMULATIVE AND NONEXCLUSIVE OF ANY OTHER RIGHTS AND REMEDIES THAT SUCH PARTY MAY
HAVE UNDER ANY OTHER AGREEMENT, INCLUDING THE RELATED DOCUMENTS, BY OPERATION OF
LAW OR OTHERWISE.
5.3
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
SHALL INURE TO THE BENEFIT OF SELLERS AND BUYER AND THEIR RESPECTIVE SUCCESSORS
AND PERMITTED ASSIGNS, EXCEPT AS OTHERWISE PROVIDED HEREIN. NO PARTY MAY ASSIGN,
TRANSFER, HYPOTHECATE OR OTHERWISE CONVEY ITS RIGHTS, BENEFITS, OBLIGATIONS OR
DUTIES HEREUNDER WITHOUT HAVING OBTAINED THE PRIOR EXPRESS WRITTEN CONSENT OF
THE OTHER PARTY. ANY SUCH PURPORTED ASSIGNMENT, TRANSFER, HYPOTHECATION OR OTHER
CONVEYANCE BY ANY SELLER WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF BUYER
SHALL BE VOID. THE TERMS AND PROVISIONS OF THIS AGREEMENT ARE FOR THE PURPOSE OF
DEFINING THE RELATIVE RIGHTS AND OBLIGATIONS OF SELLERS AND BUYER WITH RESPECT
TO THE TRANSACTIONS CONTEMPLATED HEREBY AND, EXCEPT AS SET FORTH IN SECTION 7.10
OF THE JOINT VENTURE AGREEMENT, NO PERSON SHALL BE A THIRD-PARTY BENEFICIARY OF
ANY OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.
5.4
NO BUYER LIABILITY FOR CONTRACTS.
SELLERS HEREBY ACKNOWLEDGE AND
AGREE THAT BUYER SHALL NOT BE IN ANY WAY RESPONSIBLE FOR THE PERFORMANCE OF ANY
CONTRACT FOR THE SALE OF PRODUCTS BY ANY SELLER TO AN ACCOUNT DEBTOR GIVING RISE
TO ANY TRANSFERRED RECEIVABLE AND BUYER SHALL NOT HAVE ANY OBLIGATION TO
INTERVENE IN ANY DISPUTE ARISING OUT OF THE PERFORMANCE OF ANY SUCH CONTRACT.
SELLERS SHALL, JOINTLY AND SEVERALLY, INDEMNIFY BUYER AND HOLD BUYER HARMLESS
FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, PENALTIES, COSTS, EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES) AND LIABILITIES (INCLUDING
PRODUCT
LIABILITIES) INCURRED BY BUYER IN CONNECTION WITH ANY CLAIM OR DEMAND BY AN
ACCOUNT DEBTOR OR ANY THIRD PARTY ARISING DIRECTLY OR INDIRECTLY
18
FROM THE DESIGN, MANUFACTURE OR SALE OF THE PRODUCTS, ANY WARRANTY WITH RESPECT
TO THE PRODUCTS OR ANY FAILURE OF THE PRODUCTS TO COMPLY WITH THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
5.5
SURVIVAL.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN ANY
RELATED DOCUMENT, ALL UNDERTAKINGS, AGREEMENTS, COVENANTS, WARRANTIES AND
REPRESENTATIONS OF OR BINDING UPON SELLERS AND BUYER, AND ALL RIGHTS OF SELLERS
AND BUYER HEREUNDER SHALL NOT TERMINATE OR EXPIRE UPON THE CLOSING OF THE
TRANSACTIONS CONTEMPLATED HEREBY, BUT RATHER SHALL SURVIVE.
5.6
COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT.
THIS AGREEMENT AND
THE RELATED DOCUMENTS CONSTITUTE THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF, SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, AND MAY NOT BE
MODIFIED, ALTERED OR AMENDED EXCEPT BY WRITTEN AGREEMENT OF THE PARTIES HERETO.
5.7
DISPUTE RESOLUTION.
IN THE EVENT THE PARTIES HERETO CANNOT
MUTUALLY REACH A DECISION ON AN ISSUE