THE SELLER
PARTIES' OBLIGATIONS UNDER THIS AGREEMENT IS NOT SATISFIED AS A RESULT OF
BUYER'S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT, THE SELLER
PARTIES' RIGHT TO PURSUE ALL LEGAL REMEDIES WILL SURVIVE SUCH TERMINATION
UNIMPAIRED.
(B)
THE PARTIES HERETO HEREBY AGREE THAT THE PROVISIONS OF SECTIONS
9.2, 10.3, 10.4, 10.5, 10.9 AND 10.10 HEREOF SHALL SURVIVE ANY TERMINATION OF
THIS AGREEMENT.
ARTICLE X
GENERAL PROVISIONS
SECTION 10.1
RELEASE.
SUBJECT TO THE LIMITATIONS SET FORTH IN THE
LAST SENTENCE IN THIS SECTION 10.1, EACH SELLER PARTY, FOR AND ON BEHALF OF
ITSELF AND ITS CONTROLLED AFFILIATES (THE "RELEASING PARTIES") HEREBY
UNCONDITIONALLY AND IRREVOCABLY RELEASE AND FOREVER DISCHARGE, EFFECTIVE AS OF
AND FOREVER AFTER THE CLOSING DATE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, SIRIUS AND ALL PAST, PRESENT AND FUTURE BUYER INDEMNIFIED
PARTIES (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL DEBTS,
LIABILITIES, OBLIGATIONS, CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION, SUITS,
JUDGMENTS OR CONTROVERSIES OF ANY KIND WHATSOEVER (COLLECTIVELY,
"PRE-ACQUISITION CLAIMS") AGAINST SIRIUS THAT ARISE OUT OF OR ARE BASED ON ANY
AGREEMENT OR UNDERSTANDING OR ACT OR FAILURE TO ACT (INCLUDING ANY ACT OR
FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR
WILLFUL, WANTON MISCONDUCT), MISREPRESENTATION, OMISSION, TRANSACTION, FACT,
EVENT OR OTHER MATTER OCCURRING CONTEMPORANEOUSLY WITH OR PRIOR TO THE CLOSING
DATE OR ON ACCOUNT OF OR ARISING OUT OF ANY MATTER, CAUSE OR EVENT OCCURRING
CONTEMPORANEOUSLY WITH OR PRIOR TO THE CLOSING DATE (WHETHER BASED ON ANY
GOVERNMENTAL REQUIREMENT OR RIGHT OF ACTION, AT LAW OR IN EQUITY OR OTHERWISE,
FORESEEN OR UNFORESEEN, MATURED OR UNMATURED, KNOWN OR UNKNOWN, ACCRUED OR NOT
ACCRUED) (COLLECTIVELY, "PRE-ACQUISITION MATTERS"), INCLUDING WITHOUT
LIMITATION: (A) CLAIMS BY A RELEASING PARTY WITH RESPECT TO REPAYMENT OF LOANS
OR INDEBTEDNESS; (B) ANY RIGHTS, TITLES AND INTERESTS IN, TO OR UNDER ANY
AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS TO WHICH A RELEASING PARTY IS A
PARTY; AND (C) CLAIMS BY A RELEASING PARTY WITH RESPECT TO DIVIDENDS OR
VIOLATION OF PREEMPTIVE RIGHTS.
EACH RELEASING PARTY FURTHER AGREES NOT TO FILE
OR BRING ANY LITIGATION BEFORE ANY GOVERNMENTAL AUTHORITY ON THE BASIS OF OR
RESPECTING ANY PRE-ACQUISITION CLAIM CONCERNING ANY PRE-ACQUISITION MATTER
AGAINST ANY RELEASED PARTY.
EACH RELEASING PARTY (A) ACKNOWLEDGES THAT SUCH
RELEASING PARTY FULLY COMPREHENDS AND UNDERSTANDS ALL THE TERMS OF THIS SECTION
10.1 AND THEIR LEGAL EFFECTS AND (B) EXPRESSLY REPRESENTS AND WARRANTS THAT (I)
SUCH RELEASING PARTY IS COMPETENT TO EFFECT THE RELEASE MADE IN THIS SECTION
10.1 KNOWINGLY AND VOLUNTARILY AND WITHOUT RELIANCE ON ANY STATEMENT OR
REPRESENTATION OF ANY RELEASED PARTY OR ITS REPRESENTATIVES AND (II) SUCH
RELEASING PARTY HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF ITS CHOICE
REGARDING THIS SECTION 10.1.
THIS SECTION 10.1 SHALL NOT AFFECT THE RIGHTS OF
ANY RELEASING PARTY UNDER THIS AGREEMENT.
SECTION 10.2
ARBITRATION.
(A)
DISPUTES COVERED.
EXCEPT FOR MATTERS ARISING UNDER SECTION 6.5
AND SECTION 10.3, ANY DISPUTE, CONTROVERSY, DIFFERENCE OR CLAIM ARISING OUT OF
OR IN CONNECTION WITH INDEMNIFICATION OF AN BUYER INDEMNIFIED PARTY OR