THE COMPANY, AND EACH MEMBER
HEREBY IRREVOCABLY WAIVES, DURING THE TERM OF THE COMPANY AND DURING THE PERIOD
OF ITS LIQUIDATION FOLLOWING ANY DISSOLUTION, ANY RIGHT TO MAINTAIN AN ACTION
FOR PARTITION WITH RESPECT TO ANY OF THE ASSETS OF THE COMPANY.
13.5
PARAGRAPH HEADINGS.
THE HEADINGS USED IN THIS
AGREEMENT ARE USED FOR ADMINISTRATIVE PURPOSES ONLY AND DO NOT CONSTITUTE
SUBSTANTIVE MATTER TO BE CONSIDERED IN CONSTRUING THE TERMS OF THIS AGREEMENT.
13.6
BINDING EFFECT AND BENEFIT.
THIS AGREEMENT IS
BINDING ON, AND SHALL INURE TO THE BENEFIT OF, ALL OF THE PARTIES HERETO AND TO
THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES, AND
SUCCESSORS AND ASSIGNS WHERE PERMITTED BY THIS AGREEMENT.
13.7
SEVERABILITY.
IN CASE ANY ONE OR MORE OF THE
PROVISIONS CONTAINED IN THIS AGREEMENT SHALL FOR ANY REASON BE HELD TO BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION HEREOF, AND THIS AGREEMENT
SHALL BE CONSTRUED AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD
NEVER BEEN CONTAINED HEREIN.
13.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, ALL OF WHICH TOGETHER SHALL CONSTITUTE A SINGLE
CONTRACT, AND EACH OF SUCH COUNTERPARTS SHALL FOR ALL PURPOSES BE DEEMED TO BE
AN ORIGINAL.
THIS AGREEMENT MAY BE EXECUTED AND DELIVERED BY FAX (TELECOPIER);
ANY ORIGINAL SIGNATURES THAT ARE INITIALLY DELIVERED BY FAX SHALL BE PHYSICALLY
DELIVERED WITH REASONABLE PROMPTNESS THEREAFTER.
THIS AGREEMENT SHALL BECOME
BINDING WHEN ONE OR MORE COUNTERPARTS HEREOF, INDIVIDUALLY OR TAKEN TOGETHER,
SHALL BEAR THE SIGNATURES OF ALL OF THE PARTIES REFLECTED HEREON AS THE
SIGNATORIES.
13.9
GENDER.
WHEREVER THE CONTEXT SO REQUIRES, ALL WORDS
HEREIN IN THE NEUTER GENDER SHALL BE DEEMED TO INCLUDE THE FEMININE OR MASCULINE
GENDERS, AND VICE VERSA, ALL SINGULAR WORDS SHALL INCLUDE THE PLURAL, AND ALL
PLURAL WORDS SHALL INCLUDE THE SINGULAR.
13.10
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH ALL
EXHIBITS HERETO AND ALL OTHER DOCUMENTS REFERRED TO HEREIN, CONSTITUTES THE
ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER
HEREOF, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, UNDERSTANDING,
INDUCEMENTS OR CONDITIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN.
13.11
VALIDITY.
IN THE EVENT THAT ALL OR ANY PORTION OF ANY
PROVISION OF THIS AGREEMENT SHALL BE HELD TO BE INVALID, THE SAME SHALL NOT
AFFECT IN ANY RESPECT WHATSOEVER THE VALIDITY OF THE REMAINDER OF THIS
AGREEMENT.
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13.12
INDULGENCES, ETC.
NEITHER THE FAILURE NOR ANY DELAY ON
THE PART OF ANY PARTY HERETO TO EXERCISE ANY RIGHT, REMEDY, POWER OR PRIVILEGE
UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE PRECLUDE ANY OTHER OR
FURTHER EXERCISE OF THE SAME OR ANY OTHER RIGHT, REMEDY, POWER OR PRIVILEGE; NOR
SHALL ANY WAIVER OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE WITH RESPECT TO ANY
OCCURRENCE BE CONSTRUED AS A WAIVER OF SUCH RIGHT, REMEDY, POWER OR PRIVILEGE
WITH RESPECT TO ANY OTHER OCCURRENCE.
NO WAIVER SHALL BE