OF THE
SELLERS HEREUNDER AND UNDER ANY ANCILLARY AGREEMENTS HAVE BEEN SATISFIED IN
FULL.
GUARANTOR UNCONDITIONALLY WAIVES ALL NOTICES AND DEMANDS THAT MAY BE
REQUIRED BY APPLICABLE LAW OR OTHERWISE TO PRESERVE ANY RIGHTS AGAINST THE
GUARANTOR UNDER THE GUARANTY DESCRIBED IN THIS SECTION 9.2, INCLUDING NOTICE OF
THE ACCEPTANCE OF THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR SUCH GUARANTY AND
RIGHT OF DILIGENCE, PRESENTMENT, DEMAND, NOTICE OF DISHONOR, PROTEST, FILING OF
ANY CLAIM, NOTICE OF NONPAYMENT AND ALL OTHER NOTICES AND DEMANDS. GUARANTOR
AGREES THAT NEITHER ACQUIRER NOR ANY INDEMNIFIED PARTY SHALL BE REQUIRED FIRST
TO PROCEED AGAINST THE SELLERS OR FIRST TO REALIZE UPON OR EXHAUST ANY OR ALL
REMEDIES THAT ACQUIRER OR ANY SUCH INDEMNIFIED PARTY MAY HAVE AGAINST THE
SELLERS IN SEEKING ENFORCEMENT OF THE OBLIGATIONS OF ACQUIRER UNDER THIS
AGREEMENT OR THE ANCILLARY AGREEMENTS, OR IN SEEKING ENFORCEMENT OF THE
OBLIGATIONS OF GUARANTOR UNDER THIS SECTION 9.2.
46
SECTION 9.3
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE EXHIBITS AND
SCHEDULES HERETO, INCLUDING THE DISCLOSURE SCHEDULE, CONSTITUTE THE ENTIRE
AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, AMONG
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, EXCEPT FOR THE
CONFIDENTIALITY AGREEMENT, WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT AND
SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT OR THE CLOSING IN ACCORDANCE
WITH ITS TERMS.
SECTION 9.4
FURTHER ASSURANCES; POST-CLOSING COOPERATION.
AT ANY
TIME OR FROM TIME TO TIME AFTER THE CLOSING, EACH PARTY SHALL EXECUTE AND
DELIVER TO THE OTHER PARTIES SUCH OTHER DOCUMENTS AND INSTRUMENTS, PROVIDE SUCH
MATERIALS AND INFORMATION AND USE COMMERCIALLY REASONABLE EFFORTS TO TAKE SUCH
OTHER ACTIONS AS THE OTHER PARTIES MAY REASONABLY REQUEST TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND OTHERWISE TO CAUSE THE OTHER
PARTIES TO FULFILL THEIR OBLIGATIONS UNDER THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT NO PARTY SHALL BE REQUIRED TO
PROVIDE OR CAUSE TO BE PROVIDED ANY DATA OR INFORMATION IF DOING SO WOULD RESULT
IN THE INCURRENCE OF AN UNREASONABLE INTERNAL DISRUPTION AND/OR EXPENSE BY SUCH
PARTY.
SECTION 9.5
REMEDIES.
EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL
REMEDIES, EITHER UNDER THIS AGREEMENT OR BY LAW OR OTHERWISE AFFORDED, WILL BE
CUMULATIVE AND NOT ALTERNATIVE.
SECTION 9.6
THIRD PARTY BENEFICIARIES.
THE TERMS AND PROVISIONS OF
THIS AGREEMENT ARE INTENDED SOLELY FOR THE BENEFIT OF EACH PARTY HERETO AND
THEIR RESPECTIVE SUCCESSORS OR PERMITTED ASSIGNS, AND IT IS NOT THE INTENTION OF
THE PARTIES TO CONFER THIRD-PARTY BENEFICIARY RIGHTS, AND THIS AGREEMENT DOES
NOT CONFER ANY SUCH RIGHTS, UPON ANY OTHER PERSON OTHER THAN ANY PERSON ENTITLED
UNDER THE TERMS OF THIS AGREEMENT TO INDEMNITY UNDER ARTICLE VI.
SECTION 9.7
INVALID PROVISIONS.
IF ANY PROVISION OF THIS AGREEMENT
IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER ANY PRESENT OR FUTURE LAW,
AND IF THE RIGHTS OR OBLIGATIONS OF ANY PARTY HERETO UNDER THIS AGREEMENT WILL
NOT BE MATERIALLY AND ADVERSELY AFFECTED THEREBY, (A) SUCH PROVISION WILL BE
FULLY