DEFAULTING PARTY IN THE CASE OF ANY OTHER
BREACH; PROVIDED, HOWEVER, THAT IN THE CASE OF A DEFAULT OR BREACH CAPABLE OF
BEING CURED, IF THE SAID DEFAULTING PARTY SHALL CURE THE SAID DEFAULT OR BREACH
WITHIN SUCH NOTICE PERIOD AFTER THE SAID NOTICE SHALL HAVE BEEN GIVEN, THEN THE
SAID NOTICE SHALL NOT BE EFFECTIVE.
7.2.2.
TERMINATION FOR BANKRUPTCY.
IN THE EVENT THAT EITHER PARTY
FILES FOR PROTECTION UNDER BANKRUPTCY LAWS, MAKES AN ASSIGNMENT FOR THE BENEFIT
OF CREDITORS, APPOINTS OR SUFFERS APPOINTMENT OF A RECEIVER OR TRUSTEE OVER ITS
PROPERTY, FILES A PETITION UNDER ANY BANKRUPTCY OR INSOLVENCY ACT OR HAS ANY
SUCH PETITION FILED AGAINST IT WHICH IS NOT DISCHARGED WITHIN SIXTY (60) DAYS OF
THE FILING THEREOF, THEN THE OTHER PARTY MAY TERMINATE THIS AGREEMENT EFFECTIVE
IMMEDIATELY UPON WRITTEN NOTICE TO SUCH PARTY.
7.3
SURVIVING PROVISIONS.
TERMINATION OF THIS AGREEMENT FOR ANY REASON SHALL BE WITHOUT PREJUDICE TO
RIGHTS WHICH EXPRESSLY SURVIVE TERMINATION IN ACCORDANCE WITH THE
9
TERMS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE RIGHTS AND
OBLIGATIONS OF THE PARTIES PROVIDED IN SECTIONS 4, 6, 7.3, 8.2, 8.3 AND 9, ALL
OF WHICH SHALL SURVIVE SUCH TERMINATION.
8.
REPRESENTATIONS AND WARRANTIES
8.1
MUTUAL REPRESENTATIONS.
ACCESS AND IG EACH REPRESENTS AND WARRANTS TO THE OTHER PARTY AS FOLLOWS:
8.1.1.
ORGANIZATION.
IT IS A CORPORATION DULY ORGANIZED, VALIDLY
EXISTING AND IS IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF
ORGANIZATION, IS QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING AS A FOREIGN
CORPORATION IN EACH JURISDICTION IN WHICH THE PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER REQUIRES SUCH QUALIFICATION.
8.1.2.
AUTHORIZATION.
THE EXECUTION, DELIVERY AND PERFORMANCE BY IT
OF THIS AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION
AND DO NOT AND WILL NOT VIOLATE ANY PROVISION OF ANY LAW, RULE, REGULATION,
ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE, DETERMINATION OR AWARD PRESENTLY IN
EFFECT HAVING APPLICABILITY TO IT OR ANY PROVISION OF ITS CHARTER DOCUMENTS.
8.1.3.
BINDING AGREEMENT.
THIS AGREEMENT IS A LEGAL, VALID AND
BINDING OBLIGATION OF IT ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS AND
CONDITIONS.
8.1.4.
NO INCONSISTENT OBLIGATION.
IT IS NOT UNDER ANY OBLIGATION TO
ANY PERSON, OR ENTITY, CONTRACTUAL OR OTHERWISE, THAT IS CONFLICTING OR
INCONSISTENT IN ANY RESPECT WITH THE TERMS OF THIS AGREEMENT OR THAT WOULD
IMPEDE THE DILIGENT AND COMPLETE FULFILLMENT OF ITS OBLIGATIONS.
8.2
WARRANTY DISCLAIMER.
EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY
WARRANTY WITH RESPECT TO ANY TECHNOLOGY, GOODS, SERVICES, RIGHTS OR OTHER
SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH
RESPECT TO ANY AND ALL OF THE FOREGOING.
8.3
LIMITED LIABILITY.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER ACCESS NOR
IG WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR
(I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS
OR (II) COST OF PROCUREMENT