WAIVER OF PARTITION.
THE MEMBERS
HEREBY AGREE THAT THE COMPANY PROPERTIES ARE NOT AND WILL NOT BE SUITABLE FOR
PARTITION.
ACCORDINGLY, EACH OF THE MEMBERS HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHTS (IF ANY) THAT IT MAY HAVE TO MAINTAIN ANY ACTION FOR PARTITION OF ANY
OF THE COMPANY PROPERTIES.
SECTION 15.7
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE MATTERS
CONTAINED HEREIN; IT SUPERSEDES ANY PRIOR AGREEMENTS OR UNDERSTANDINGS AMONG
THEM AND IT MAY NOT BE MODIFIED OR AMENDED IN ANY MANNER OTHER THAN PURSUANT TO
ARTICLE XIV.
SECTION 15.8
SECURITIES LAW PROVISIONS.
THE
MEMBERSHIP UNITS HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES
LAWS OF ANY STATE AND, THEREFORE, MAY NOT BE RESOLD UNLESS APPROPRIATE FEDERAL
AND STATE SECURITIES LAWS, AS WELL AS THE PROVISIONS OF ARTICLE XI HEREOF, HAVE
BEEN COMPLIED WITH.
SECTION 15.9
REMEDIES NOT EXCLUSIVE.
ANY
REMEDIES HEREIN CONTAINED FOR BREACHES OF OBLIGATIONS HEREUNDER SHALL NOT BE
DEEMED TO BE EXCLUSIVE AND SHALL NOT IMPAIR THE RIGHT OF ANY PARTY TO EXERCISE
ANY OTHER RIGHT OR REMEDY, WHETHER FOR DAMAGES, INJUNCTION OR OTHERWISE.
SECTION 15.10
TIME.
TIME IS OF THE ESSENCE OF THIS
AGREEMENT.
SECTION 15.11
CREDITORS.
NONE OF THE PROVISIONS OF
THIS AGREEMENT SHALL BE FOR THE BENEFIT OF, OR SHALL BE ENFORCEABLE BY, ANY
CREDITOR OF THE COMPANY.
SECTION 15.12
WAIVER.
NO FAILURE BY ANY PARTY TO
INSIST UPON THE STRICT PERFORMANCE OF ANY COVENANT, DUTY, AGREEMENT OR CONDITION
OF THIS AGREEMENT OR TO EXERCISE ANY RIGHT OR REMEDY CONSEQUENT UPON A BREACH
THEREOF SHALL CONSTITUTE WAIVER OF ANY SUCH BREACH OR ANY OTHER COVENANT, DUTY,
AGREEMENT OR CONDITION.
SECTION 15.13
EXECUTION COUNTERPARTS.
THIS AGREEMENT
MAY BE EXECUTED IN COUNTERPARTS, ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE
AGREEMENT BINDING ON ALL THE PARTIES HERETO, NOTWITHSTANDING THAT ALL SUCH
PARTIES ARE NOT SIGNATORIES TO THE ORIGINAL OR THE SAME COUNTERPART.
EACH PARTY
SHALL BECOME BOUND BY THIS AGREEMENT IMMEDIATELY UPON AFFIXING ITS SIGNATURE
HERETO.
SECTION 15.14
APPLICABLE LAW.
THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.
SECTION 15.15
INVALIDITY OF PROVISIONS.
IF ANY
PROVISION OF THIS AGREEMENT IS OR BECOMES INVALID, ILLEGAL OR UNENFORCEABLE IN
ANY RESPECT, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS CONTAINED HEREIN SHALL NOT BE AFFECTED THEREBY.
63
SECTION 15.16
NO RIGHTS AS STOCKHOLDERS.
NOTHING
CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS CONFERRING UPON THE HOLDERS OF
MEMBERSHIP UNITS ANY RIGHTS WHATSOEVER AS STOCKHOLDERS OF THE MANAGING MEMBER,
INCLUDING WITHOUT LIMITATION ANY RIGHT TO RECEIVE DIVIDENDS OR OTHER
DISTRIBUTIONS MADE TO STOCKHOLDERS OF THE MANAGING MEMBER OR TO VOTE OR TO
CONSENT OR TO RECEIVE NOTICE AS STOCKHOLDERS IN RESPECT OF ANY MEETING OF
STOCKHOLDERS FOR THE ELECTION OF DIRECTORS OF THE MANAGING MEMBER OR ANY OTHER
MATTER, EXCEPT AS MAY BE PROVIDED IN THE INVESTORS AGREEMENT.
Section 15.17
Uniform Commercial Code.
Each
Membership Unit shall constitute a