ANY PERSON OR ANY
CIRCUMSTANCE, IS INVALID OR UNENFORCEABLE, (I) A SUITABLE AND EQUITABLE
PROVISION SHALL BE SUBSTITUTED THEREFOR IN ORDER TO CARRY OUT, SO FAR AS MAY BE
VALID AND ENFORCEABLE, THE INTENT AND PURPOSE OF SUCH INVALID OR UNENFORCEABLE
PROVISION AND (II) THE REMAINDER OF THIS AGREEMENT AND THE APPLICATION OF SUCH
PROVISION TO OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE AFFECTED BY SUCH
INVALIDITY OR UNENFORCEABILITY, NOR SHALL SUCH INVALIDITY OR UNENFORCEABILITY
AFFECT THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION, OR THE APPLICATION
THEREOF, IN ANY OTHER JURISDICTION.
18.5.
COUNTERPARTS.
FOR THE CONVENIENCE OF THE PARTIES HERETO, THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE
DEEMED TO BE AN ORIGINAL AND ALL OF WHICH SHALL TOGETHER CONSTITUTE THE SAME
AGREEMENT.
18.6.
HEADINGS.
ALL SECTION HEADINGS ARE FOR CONVENIENCE OF REFERENCE
ONLY AND ARE NOT PART OF THIS AGREEMENT, AND NO CONSTRUCTION OR REFERENCE SHALL
BE DERIVED THEREFROM.
18.7.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE MEMBERS AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS AND SHALL NOT BE ASSIGNABLE EXCEPT TO THE EXTENT EXPRESSLY
PERMITTED HEREBY AND ANY PURPORTED ASSIGNMENT OF THIS AGREEMENT OR OF ANY
MEMBERSHIP UNITS IN VIOLATION OF THIS AGREEMENT SHALL BE NULL AND VOID AND OF NO
FORCE OR EFFECT.
THE RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT SHALL BE
ASSIGNED BY A MEMBER TO A TRANSFEREE IN CONNECTION WITH THE TRANSFER TO SUCH
TRANSFEREE PURSUANT TO SECTION 4.
43
18.8.
ENTIRE AGREEMENT; AMENDMENT; WAIVER.
THIS AGREEMENT (INCLUDING ANY
EXHIBITS AND SCHEDULES HERETO) AND THE ANCILLARY AGREEMENTS (INCLUDING ANY
EXHIBITS AND SCHEDULES THERETO), SUPERSEDE ALL PRIOR AGREEMENTS, WRITTEN OR
ORAL, AMONG THE MEMBERS WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF
AND CONTAIN THE ENTIRE AGREEMENT AMONG THE MEMBERS WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND THEREOF.
THIS AGREEMENT MAY NOT BE AMENDED, SUPPLEMENTED OR
MODIFIED, AND NO PROVISIONS HEREOF MAY BE MODIFIED OR WAIVED, EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED BY THE MANAGEMENT COMPANY AND EACH MEMBER OWNING
MORE THAN TEN PERCENT (10%) OF THE TOTAL OUTSTANDING SHARES.
NO WAIVER OF ANY
PROVISIONS HEREOF BY ANY MEMBER SHALL BE DEEMED A WAIVER OF ANY OTHER PROVISIONS
HEREOF BY ANY SUCH MEMBER, NOR SHALL ANY SUCH WAIVER BE DEEMED A CONTINUING
WAIVER OF ANY PROVISION HEREOF BY SUCH MEMBER.
18.9.
NO RELIEF OF LIABILITIES.
NO TRANSFER BY A MEMBER OF BENEFICIAL
OWNERSHIP OF ANY JV SECURITIES SHALL RELIEVE SUCH MEMBER OF ANY LIABILITIES OR
OBLIGATIONS TO THE OPERATING COMPANY OR THE OTHER MEMBER, THAT AROSE OR ACCRUED
PRIOR TO THE DATE OF SUCH TRANSFER.
18.10.
FURTHER ASSURANCES.
THE PARTIES HERETO SHALL AT ANY TIME, AND FROM
TIME TO TIME EXECUTE AND DELIVER SUCH ADDITIONAL INSTRUMENTS AND OTHER DOCUMENTS
AND SHALL AT ANY TIME, AND FROM TIME TO TIME TAKE SUCH FURTHER ACTIONS AS MAY BE
NECESSARY OR APPROPRIATE TO EFFECTUATE, CARRY OUT AND COMPLY WITH ALL OF THE
TERMS OF THIS AGREEMENT AND THE TRANSACTIONS