ANY PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE REIMBURSED BY THE PARTY OR
PARTIES WHO DO NOT PREVAIL FOR THEIR REASONABLE THIRD PARTY OR OUT OF POCKET
ATTORNEYS, ACCOUNTANTS AND EXPERTS FEES AND RELATED THIRD PARTY OR OUT OF POCKET
EXPENSES AND FOR THE COSTS OF SUCH PROCEEDING.
THE COURT SHALL BE ASKED TO
DIRECT THE AMOUNTS TO BE PAID AND THE PARTY TO PAY THE EXPENSES AND COSTS.
IN
THE EVENT THAT TWO OR MORE PARTIES ARE DEEMED LIABLE FOR A SPECIFIC AMOUNT
PAYABLE OR REIMBURSABLE UNDER THIS SECTION 10.12(B), SUCH PARTIES SHALL BE
JOINTLY AND SEVERALLY LIABLE THEREFOR.
10.13
CURE OF BREACHES.
IN THE EVENT OF ANY BREACH BY CDI, CDI SUB, MEC,
MEC SUB OR THE COMPANY OF ANY PROVISION OF THIS AGREEMENT OR OF ANY AUXILIARY
AGREEMENT OR THE BUSINESS PLAN, THE PARTY CLAIMING THE BREACH SHALL GIVE
REASONABLE NOTICE THEREOF TO THE OTHERS WITHIN A REASONABLE TIME AFTER BECOMING
AWARE OF SUCH BREACH OR SUCH OTHER NOTICE AS REQUIRED UNDER THE AUXILIARY
AGREEMENT OR THE BUSINESS PLAN.
THE ALLEGED BREACHING PARTY SHALL HAVE, UNLESS
OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT OR SUCH AUXILIARY AGREEMENT OR
THE BUSINESS PLAN, A PERIOD OF THIRTY (30) DAYS FROM RECEIPT OF SUCH NOTICE TO
CURE THE ALLEGED BREACH; PROVIDED THAT IF THE ALLEGED BREACH CANNOT REASONABLY
BE CURED WITHIN SUCH PERIOD OF TIME, BUT SUCH BREACH IS SUSCEPTIBLE OF BEING
CURED IT SHALL NOT BE CONSIDERED A BREACH SO LONG AS THE ALLEGED BREACHING PARTY
HAS BEGUN AND DILIGENTLY PURSUES CURING THE ALLEGED BREACH AND COMPLETES THE
CURE WITHIN NOT MORE THAN AN ADDITIONAL THIRTY (30) DAYS.
10.14
REMEDIES FOR BREACH OF THIS AGREEMENT.
[A]
GENERAL.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS
AGREEMENT, THE REMEDIES SET FORTH IN THIS AGREEMENT ARE CUMULATIVE AND SHALL NOT
EXCLUDE ANY OTHER REMEDIES TO WHICH A PERSON MAY BE LAWFULLY ENTITLED.
[B]
SPECIFIC PERFORMANCE.
WITHOUT LIMITING THE RIGHTS AND REMEDIES
OTHERWISE AVAILABLE TO THE COMPANY, CDI, MEC OR ANY MEMBER, EACH MEMBER, CDI AND
MEC HEREBY: (I) ACKNOWLEDGES THAT THE REMEDY AT LAW FOR DAMAGES RESULTING FROM
ITS DEFAULT UNDER ARTICLE 3, OR SECTIONS 6.3, 6.4 OR 10.14 IS INADEQUATE; AND
(II) CONSENTS TO THE INSTITUTION OF AN ACTION FOR SPECIFIC PERFORMANCE OF ITS
OBLIGATIONS IN THE EVENT OF SUCH A DEFAULT IN ACCORDANCE WITH SECTION 10.12[A]
ABOVE.
[C]
EXERCISE OF DISCRETION BY THE BOARD OF MANAGERS.
IN DETERMINING
WHAT ACTION, IF ANY, SHALL BE TAKEN AGAINST A MEMBER IN CONNECTION WITH SUCH
MEMBER'S BREACH OF THIS AGREEMENT, THE BOARD OF MANAGERS SHALL SEEK TO OBTAIN
THE BEST RESULT FOR THE COMPANY AND THE NON-BREACHING MEMBERS.
IN THE EVENT A
MEMBER VIOLATES THE TERMS OF THIS AGREEMENT, SUCH MEMBER SHALL NOT BE ENTITLED
TO CLAIM THAT THE COMPANY OR ANY OF THE OTHER MEMBERS IS PRECLUDED, ON THE BASIS
OF ANY FIDUCIARY OR OTHER DUTY ARISING IN RESPECT OF SUCH MEMBER'S STATUS AS
SUCH, FROM SEEKING ANY OF THE PENALTIES OR OTHER REMEDIES PERMITTED UNDER THIS
AGREEMENT OR