IN ACCORDANCE WITH APPLICABLE NASDAQ LISTING RULES OR THE DELAWARE
GENERAL CORPORATION LAW.
(G)
ACKNOWLEDGEMENT.
THERMO ACKNOWLEDGES THAT
THE COMPANY HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES TO IT EXCEPT TO THE
EXTENT OF THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN THIS AGREEMENT.
9.
Notices.
All notices, requests,
consents and other communications hereunder shall be in writing and shall be
delivered in person, mailed by certified or registered mail, return receipt
requested, or sent by telecopier or telex, addressed as follows:
(a) if to the Company:
Globalstar, Inc.
461 S. Milpitas Blvd.
Milpitas, CA 95035
Attn:
Chief Financial Officer
Phone:
(408) 933-4000
Facsimile:
(408) 933-4949
(b) if to Thermo:
Thermo Funding Company LLC
1735 Nineteenth Street
Denver, CO 80202
Attention:
Manager
or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others.
5
10.
SUCCESSORS AND ASSIGNS.
NO PARTY MAY ASSIGN
THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY.
SUBJECT TO THE PRECEDING, THIS AGREEMENT SHALL BE
BINDING UPON, INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTIES HERETO
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
11.
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT IS PROHIBITED BY LAW OR OTHERWISE DETERMINED TO BE INVALID OR
UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THE PROVISION THAT WOULD
OTHERWISE BE PROHIBITED, INVALID OR UNENFORCEABLE SHALL BE DEEMED AMENDED TO
APPLY TO THE BROADEST EXTENT THAT IT WOULD BE VALID AND ENFORCEABLE, AND THE
INVALIDITY OR UNENFORCEABILITY OF SUCH PROVISION SHALL NOT AFFECT THE VALIDITY
OF THE REMAINING PROVISIONS OF THIS AGREEMENT SO LONG AS THIS AGREEMENT AS SO
MODIFIED CONTINUES TO EXPRESS, WITHOUT MATERIAL CHANGE, THE ORIGINAL INTENTIONS
OF THE PARTIES AS TO THE SUBJECT MATTER HEREOF AND THE PROHIBITED NATURE,
INVALIDITY OR UNENFORCEABILITY OF THE PROVISION(S) IN QUESTION DOES NOT
SUBSTANTIALLY IMPAIR THE RESPECTIVE EXPECTATIONS OR RECIPROCAL OBLIGATIONS OF
THE PARTIES OR THE PRACTICAL REALIZATION OF THE BENEFITS THAT WOULD OTHERWISE BE
CONFERRED UPON THE PARTIES.
THE PARTIES WILL ENDEAVOR IN GOOD FAITH
NEGOTIATIONS TO REPLACE THE PROHIBITED, INVALID OR UNENFORCEABLE
PROVISION(S) WITH A VALID PROVISION(S), THE EFFECT OF WHICH COMES AS CLOSE AS
POSSIBLE TO THAT OF THE PROHIBITED, INVALID OR UNENFORCEABLE PROVISION(S).
12.
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT
SUPERSEDES ALL OTHER PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN THERMO, THE
COMPANY, AND THEIR RESPECTIVE AFFILIATES AND PERSONS ACTING ON THEIR BEHALF WITH
RESPECT TO THE MATTERS DISCUSSED HEREIN, AND THIS AGREEMENT CONTAINS THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE MATTERS COVERED HEREIN AND,
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NEITHER THERMO NOR THE COMPANY MAKES
ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT TO SUCH
MATTERS.
NO PROVISION OF THIS AGREEMENT MAY BE AMENDED, WAIVED, TERMINATED OR
OTHERWISE MODIFIED OTHER THAN BY AN INSTRUMENT IN WRITING SIGNED BY THERMO AND
THE COMPANY.
ANY AMENDMENT TO THIS AGREEMENT MADE IN CONFORMITY WITH THE
PROVISIONS OF THIS SECTION 11 SHALL BE BINDING ON ALL