BY PURCHASER AS A RESULT OF THE SELLERS' FAILURE TO PROPERLY FILE ALL TAX
RETURNS IN A TIMELY MANNER OR, NOTWITHSTANDING ANY REVIEW OF THE TAX RETURNS BY
PURCHASER, AS A RESULT OF AN ERROR OR OTHER NONCOMPLIANCE BY THE SELLERS IN THE
PREPARATION OF ANY SUCH TAX RETURNS;
(E)
ANY COMMINGLING OF COLLECTIONS OF THE
PURCHASED ACCOUNTS WITH FUNDS OF ANY SELLER OR ANY OF ITS AFFILIATES; AND
(F)
ANY INVESTIGATION, LITIGATION OR
PROCEEDING RELATED TO THIS AGREEMENT OR THE USE OF PROCEEDS OF PURCHASES
HEREUNDER OR THE OWNERSHIP OF, OR IN RESPECT OF, ANY PURCHASED ACCOUNT OR
RELATED CONTRACT.
15.
LEGAL AND FINANCING EXPENSES.
(A)
THE SELLERS SHALL IMMEDIATELY PAY PURCHASER
ALL EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES) INCURRED BY PURCHASER,
DIRECTLY OR INDIRECTLY, IN CONNECTION WITH OR RELATED TO THE NEGOTIATION,
DOCUMENTATION, PREPARATION, CONSUMMATION AND EXECUTION OF THIS AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS UP TO AN AGGREGATE AMOUNT OF $50,000.
IN ADDITION,
THE SELLERS SHALL IMMEDIATELY PAY PURCHASER ALL EXPENSES (INCLUDING ATTORNEY'S
FEES) INCURRED BY PURCHASER, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH OR
RELATED TO THE ADMINISTRATION, ENFORCEMENT, ONGOING MAINTENANCE AND TERMINATION
OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
SUCH AMOUNTS WILL BE
PAID UPON DELIVERY OF INVOICES DETAILING SUCH EXPENSES, BY DEBITING ANY AMOUNTS
PAYABLE TO ANY SELLER OR, IF NO SUCH AMOUNTS ARE PAYABLE A SELLER, BY THE
SELLERS BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS.
IN THE EVENT OF A
DISPUTE AMONG THE PARTIES HERETO FOR WHICH THE PARTIES HERETO ARE UNABLE TO
REACH A MUTUALLY AGREEABLE RESOLUTION IN A REASONABLE MATTER OF TIME AND FAIL TO
UTILIZE ARBITRATION IN SECTION 16, THE PARTY THAT IS UNSUCCESSFUL IN SUCH
LITIGATION WILL PAY THE LEGAL COSTS FOR BOTH PARTIES.
(B)
IN THE EVENT PURCHASER INCURS, DIRECTLY OR
INDIRECTLY, ADDITIONAL COSTS NOT CONTEMPLATED IN ANNEX A, THE SELLERS SHALL
IMMEDIATELY PAY PURCHASER SUCH COSTS UPON NOTICE BY PURCHASER; PROVIDED, THAT
THE SELLERS SHALL NOT HAVE ANY OBLIGATION UNDER THIS SECTION 15(B) TO THE EXTENT
SUCH ADDITIONAL COSTS ARISE SOLELY FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF PURCHASER AS DETERMINED IN AN ARBITRATION PURSUANT TO SECTION 16
OR BY A FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION.
27
16.
MISCELLANEOUS.
(A)
AMENDMENT.
THE TERMS OF THIS AGREEMENT
SHALL NOT BE ALTERED, MODIFIED, AMENDED OR SUPPLEMENTED IN ANY MANNER WHATSOEVER
EXCEPT BY WRITTEN INSTRUMENT SIGNED BY ALL PARTIES HERETO AND DELIVERED BY EACH
PARTY TO THE OTHER.
(B)
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE
TO EXERCISE AND NO DELAY IN EXERCISING, ON THE PART OF PURCHASER, ANY RIGHT,
REMEDY, POWER OR PRIVILEGE HEREUNDER, SHALL OPERATE AS A WAIVER THEREOF; NOR
SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE
HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT, REMEDY, POWER OR PRIVILEGE.
THE RIGHTS, REMEDIES, POWERS AND
PRIVILEGES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXHAUSTIVE OF ANY RIGHTS,
REMEDIES, POWERS AND PRIVILEGE PROVIDED BY LAW.
(C)
NOTICES.
ANY WRITTEN NOTICE TO BE GIVEN
UNDER