OBLIGATIONS IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE VI;
(VIII)
ANY PRODUCTS LIABILITY CLAIM OR PERSONAL INJURY OR PROPERTY DAMAGE SUIT
OR OTHER SIMILAR OR RELATED CLAIM OR ACTION OF WHATEVER SORT ARISING OUT OF OR
IN CONNECTION WITH THE EQUIPMENT OR ANY OTHER GOODS, MERCHANDISE AND/OR SERVICES
WHICH ARE THE SUBJECT OF ANY RECEIVABLE OR CONTRACT;
(IX)
THE FAILURE TO PAY WHEN DUE ANY TAXES, INCLUDING, WITHOUT LIMITATION,
SALES, EXCISE OR PERSONAL PROPERTY TAXES PAYABLE IN CONNECTION WITH THE
TRANSFERRED ASSETS;
(X)
THE TERMINATION, REJECTION OR NON-ASSUMPTION BY THE SELLER OF ANY CONTRACT
PRIOR TO THE ORIGINAL TERM OF SUCH CONTRACT, WHETHER SUCH
31
REJECTION, EARLY TERMINATION OR NON-ASSUMPTION IS MADE PURSUANT TO AN EQUITABLE
CAUSE, STATUTE, REGULATION, JUDICIAL PROCEEDING OR OTHER APPLICABLE LAWS
(INCLUDING, WITHOUT LIMITATION, SECTION 365 OF THE BANKRUPTCY CODE);
(XI)
THE FAILURE OF THE SELLER AND THE OBLIGORS UNDER THE CONTRACTS TO MAINTAIN
CASUALTY AND LIABILITY INSURANCE FOR THE EQUIPMENT RELATED TO THE RECEIVABLES IN
AN AMOUNT AT LEAST EQUAL TO THE DISCOUNTED RECEIVABLES BALANCE FOR ALL
RECEIVABLES AT SUCH TIME;
(XII)
THE FAILURE OF ANY LOCK-BOX BANK TO REMIT ANY FUNDS IN THE LOCK-BOX
ACCOUNTS AS REQUIRED HEREUNDER; AND
(XIII)
THE COMMINGLING OF COLLECTIONS OF ANY TRANSFERRED ASSETS WITH ANY OTHER
FUNDS OF THE SELLER, OTHER THAN, FOR AS LONG AS THE SELLER AND THE BUYER ARE
PARTIES TO THE ESCROW AGREEMENT, TO THE EXTENT SUCH COMMINGLING IS CONTEMPLATED
THEREUNDER.
Any amounts subject to the indemnification provisions of this Section 8.01 shall
be paid by the Seller to the applicable Indemnified Party within two Business
Days following the Indemnified Party's demand therefor.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01.
AMENDMENTS, ETC.
NO AMENDMENT TO OR WAIVER OF ANY PROVISION OF
THIS SALE AGREEMENT NOR CONSENT TO ANY DEPARTURE BY THE SELLER, SHALL IN ANY
EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY (I) THE
SELLER AND THE BUYER (WITH RESPECT TO AN AMENDMENT) OR (II) THE BUYER (WITH
RESPECT TO A WAIVER OR CONSENT BY IT) OR THE SELLER (WITH RESPECT TO A WAIVER OR
CONSENT BY IT), AS THE CASE MAY BE, AND THEN SUCH WAIVER OR CONSENT SHALL BE
EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH
GIVEN.
THIS SALE AGREEMENT CONTAINS A FINAL AND COMPLETE INTEGRATION OF ALL
PRIOR EXPRESSIONS BY THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SHALL CONSTITUTE THE ENTIRE AGREEMENT (TOGETHER WITH THE EXHIBITS
HERETO) AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF,
SUPERSEDING ALL PRIOR ORAL OR WRITTEN UNDERSTANDINGS.
SECTION 9.02.
NOTICES, ETC.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR
HEREUNDER SHALL, UNLESS OTHERWISE STATED HEREIN, BE IN WRITING (INCLUDING TELEX
COMMUNICATION AND COMMUNICATION BY FACSIMILE COPY) AND MAILED, TELEXED,
TRANSMITTED OR DELIVERED, AS TO EACH PARTY HERETO, AT ITS ADDRESS SET FORTH
UNDER ITS NAME ON THE SIGNATURE PAGES HEREOF OR AT SUCH OTHER ADDRESS AS SHALL
BE DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO THE OTHER PARTIES