SERVICE OF PROCESS.
ANY PARTY HERETO MAY MAKE SERVICE ON
ANOTHER PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE
SERVED IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 10.5,
PROVIDED, THAT THIS SECTION 10.13 SHALL NOT AFFECT THE RIGHT OF ANY PARTY TO
SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
10.14
WAIVER OF JURY TRIAL.
EACH PARTY HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
10.15
RELATIONSHIP OF THE PARTIES.
NOTHING IN THIS AGREEMENT
SHALL BE CONSTRUED TO PLACE ANY OF THE PARTIES IN AN AGENCY, EMPLOYMENT,
FRANCHISE, JOINT VENTURE, OR PARTNERSHIP RELATIONSHIP.
THE SELLER WILL NOT HAVE
THE AUTHORITY TO OBLIGATE OR BIND A BUYER OR SYSTEMAX AND NEITHER SYSTEMAX NOR
ANY BUYER WILL HAVE THE AUTHORITY TO OBLIGATE OR BIND THE SELLER IN ANY MANNER,
AND NOTHING HEREIN CONTAINED SHALL, OR IS INTENDED TO, GIVE RISE TO ANY RIGHTS
OF ANY KIND TO ANY THIRD PARTIES; NO PARTY WILL REPRESENT TO THE CONTRARY,
EITHER EXPRESSLY, IMPLICITLY OR OTHERWISE.
10.16
SYSTEMAX GUARANTEE.
(A)
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF
WHICH ARE HEREBY ACKNOWLEDGED, SYSTEMAX HEREBY GUARANTEES TO THE SELLER AND ITS
SUCCESSORS AND ASSIGNS THE PROMPT PAYMENT IN FULL, AND PERFORMANCE WHEN DUE
(WHETHER AT STATED MATURITY, BY ACCELERATION OR OTHERWISE) OF ALL AMOUNTS DUE
AND OWING FROM TIME TO TIME, OR PERFORMANCE REQUIRED, BY EACH OF THE BUYERS FOR
THE BENEFIT OF THE SELLER UNDER THE OPERATIVE AGREEMENTS, IN EACH CASE STRICTLY
IN ACCORDANCE WITH THE TERMS HEREOF AND THEREOF (SUCH OBLIGATIONS BEING HEREIN
COLLECTIVELY CALLED THE "BUYER GUARANTEED OBLIGATIONS").
SYSTEMAX HEREBY
FURTHER AGREES THAT IF A BUYER SHALL FAIL TO PAY IN FULL, OR PERFORM WHEN DUE
(WHETHER AT STATED MATURITY, BY ACCELERATION OR OTHERWISE) ANY OF THE BUYER
GUARANTEED OBLIGATIONS, SYSTEMAX WILL PROMPTLY PAY OR PERFORM THE SAME, WITHOUT
ANY DEMAND OR NOTICE OF ANY KIND WHATSOEVER, AND THAT IN THE CASE OF ANY
EXTENSION OF TIME OF PAYMENT OR PERFORMANCE OR RENEWAL OF ANY OF THE BUYER
GUARANTEED OBLIGATIONS, THE SAME WILL BE PROMPTLY PAID IN FULL OR PERFORMED WHEN
DUE (WHETHER AT EXTENDED MATURITY, BY ACCELERATION OR OTHERWISE) IN ACCORDANCE
WITH THE TERMS OF SUCH EXTENSION OR RENEWAL.
THIS IS A GUARANTEE OF PAYMENT AND
PERFORMANCE AND NOT MERELY OF COLLECTION.
41
(B)
THE OBLIGATIONS OF SYSTEMAX HEREUNDER ARE ABSOLUTE AND UNCONDITIONAL
IRRESPECTIVE OF
THE VALUE, GENUINENESS, VALIDITY, REGULARITY OR ENFORCEABILITY
OF THE OBLIGATIONS OF A BUYER UNDER THE OPERATIVE AGREEMENTS, OR ANY
SUBSTITUTION, RELEASE OR EXCHANGE OF ANY OTHER GUARANTEE OF OR SECURITY FOR ANY
OF THE BUYER GUARANTEED OBLIGATIONS AND, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IRRESPECTIVE OF ANY OTHER CIRCUMSTANCE WHATSOEVER THAT MIGHT
OTHERWISE CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A SURETY OR
GUARANTOR, IT BEING THE INTENT OF THIS SECTION 10.16 THAT THE OBLIGATIONS OF
SYSTEMAX HEREUNDER