SHALL BE IN EXCESS OF $50,000 AFTER
TAKING INTO ACCOUNT ALL PRIOR CLAIMS.
UNLESS OTHERWISE EXPRESSLY HEREIN STATED
TO SURVIVE, ALL OTHER REPRESENTATIONS, COVENANTS, CONDITIONS AND AGREEMENTS
CONTAINED HEREIN SHALL MERGE INTO AND BE SUPERSEDED BY THE VARIOUS DOCUMENTS
EXECUTED AND DELIVERED AT CLOSING AND SHALL NOT SURVIVE THE CLOSING OR THE
TERMINATION OF THIS AGREEMENT.
SELLER SHALL HAVE NO LIABILITY TO BUYER AFTER
CLOSING FOR ANY MATTER DISCLOSED BY SELLER OR LEARNED BY BUYER PRIOR TO CLOSING.
16.9
ASSIGNMENT BY BUYER.
BUYER MAY NOT ASSIGN ITS RIGHTS UNDER THIS
AGREEMENT EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 16.9.
BUYER MAY
ASSIGN ITS RIGHTS UNDER THIS AGREEMENT TO ANOTHER ENTITY PROVIDED THAT (I) BUYER
NOTIFIES SELLER OF SUCH ASSIGNMENT AND THE IDENTITY OF THE ASSIGNEE AT LEAST
THREE BUSINESS DAYS PRIOR TO THE DATE OF THE CLOSING, (II) SUCH ENTITY IS
CONTROLLED OR MANAGED DIRECTLY OR INDIRECTLY BY
27
BUYER OR IS UNDER COMMON CONTROL WITH BUYER AND (III) BUYER SHALL REMAIN LIABLE
FOR ALL OF ITS OBLIGATIONS HEREUNDER UNTIL THE DATE OF CLOSING.
ANY SUCH
ASSIGNEE SHALL ASSUME IN WRITING ALL THE OBLIGATIONS AND LIABILITIES OF BUYER
HEREUNDER.
IF SUCH ASSIGNMENT IS MADE, THEN THE SALE CONTEMPLATED BY THIS
AGREEMENT SHALL BE CONSUMMATED IN THE NAME OF, AND BY AND THROUGH THE AUTHORIZED
OFFICIALS OF, ANY SUCH ASSIGNEE OR DESIGNEE.
16.10
SEVERABILITY.
IF ANY TERM, COVENANT, CONDITION, PROVISION OR
AGREEMENT HEREIN CONTAINED IS HELD TO BE INVALID, VOID OR OTHERWISE
UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION, THE FACT THAT SUCH TERM,
COVENANT, CONDITION, PROVISION OR AGREEMENT IS INVALID, VOID OR OTHERWISE
UNENFORCEABLE SHALL IN NO WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
TERM, COVENANT, CONDITION, PROVISION OR AGREEMENT HEREIN CONTAINED.
16.11
SUCCESSORS AND ASSIGNS.
ALL TERMS OF THIS AGREEMENT SHALL BE
BINDING UPON, INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY, THE PARTIES HERETO
AND THEIR RESPECTIVE LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS (SUBJECT TO
SECTION 16.9).
16.12
INTERPRETATION.
SELLER AND BUYER ACKNOWLEDGE EACH TO THE OTHER THAT
BOTH THEY AND THEIR COUNSEL HAVE REVIEWED AND REVISED THIS AGREEMENT AND THAT
THE NORMAL RULE OF CONSTRUCTION TO THE EFFECT THAT ANY AMBIGUITIES ARE TO BE
RESOLVED AGAINST THE DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE INTERPRETATION
OF THIS AGREEMENT OR ANY AMENDMENTS OR EXHIBITS HERETO.
16.13
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SO EXECUTED SHALL BE DEEMED ORIGINAL; SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AGREEMENT.
16.14
RECORDATION.
THIS AGREEMENT MAY NOT BE RECORDED AND ANY ATTEMPT TO
DO SO SHALL BE OF NO EFFECT WHATSOEVER.
16.15
LIMITATION ON LIABILITY.
IN ANY ACTION BROUGHT TO ENFORCE THE
OBLIGATIONS OF SELLER UNDER THIS AGREEMENT, THE JUDGMENT OR DECREE SHALL BE
SUBJECT TO THE PROVISIONS OF SECTION 16.8.
IN CONNECTION WITH THIS AGREEMENT,
ADVISOR IS ACTING AS THE INVESTMENT ADVISOR TO SELLER AND SHALL NOT HAVE ANY
INDIVIDUAL LIABILITY HEREUNDER.
NO SHAREHOLDER, OFFICER, EMPLOYEE OR AGENT OF
OR CONSULTANT TO ADVISOR OR OF SELLER SHALL BE HELD