OF THIS AGREEMENT, OR THE APPLICATION THEREOF TO 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
45
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. OTHER THAN AMOUNTS WITH RESPECT TO THE SKT
TRIGGERING CONTRIBUTION, SKT MAY ASSIGN THE SKT CONTRIBUTION RIGHT, IN WHOLE OR
IN PART, TO ANY PERSON.
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. EXCEPT AS SET FORTH IN THE STOCKHOLDERS' AGREEMENT,
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