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arising after the Closing Time and relating to any breaches of the
representations, warranties or covenants contained in this Agreement other than
based on fraud.

      11.3. Nonrecourse. The Parties agree that, notwithstanding any other
provision in this Agreement or in any Transaction Document, and any rule of law
or equity to the contrary, to the fullest extent permitted by law, each Party's
obligations and liabilities under this Agreement will be nonrecourse to all
direct and indirect equity holders or other owners of such Party, except to the
extent of distributions to such Persons, directly or indirectly, from such Party
that are required to be returned, directly or indirectly, to such Party pursuant
to applicable provisions of law; provided, however, that the foregoing shall not
limit or abridge any Party's indemnification rights or obligations pursuant to
the Common Agreement. "Nonrecourse" means that the obligations and liabilities
are limited in recourse solely to the assets of the Parties (for those purposes,
any capital contribution obligations of the equity holders or other owners of
such Party, or any negative capital account balances of such Persons will not be
deemed be assets of such Party) and are not guaranteed, directly or indirectly
by, or the primary obligations of, any owner of such Party in such capacity, and
no partner, member or other owner in such capacity of any successor entity
(including any limited liability company or partnership), either directly or
indirectly, will be personally liable in any respect (except to the extent of
(i) such Person's interests in the assets of such Party and (ii) any
distribution which has been received by such Person and is required by
applicable law to be returned, directly or indirectly, to such Party) for any
obligation or liability of such Party under this Agreement.


      12.1. Parties Obligated and Benefitted. Subject to the limitations set
forth below, this Agreement will be binding upon each of the Parties and their
respective assigns and successors in interest and will inure solely to the
benefit of the Parties and their respective assigns and successors in interest,
and no other Person will be entitled to any of the benefits conferred by this
Agreement. Without the prior written consent of the other Parties, no Party will
assign any of its rights under this Agreement or delegate any of its duties
under this Agreement, provided that the appropriate Party may assign any or all
of its rights under this Agreement to an Affiliate, provided that such
assignment will not result in any adverse tax consequences to the other Party,
will not give rise to any material requirements for additional Required
Consents, and will not, in the reasonable judgment of the other Party, delay the

      12.2. Notices. Any notice, request, demand, waiver or other communication
required or permitted to be given under this Agreement to either Party will be
given as set forth in the Common Agreement.

      12.3. Right to Specific Performance. Each Party acknowledges that the
unique nature of the Assets and the Shares to be purchased hereunder pursuant to
this Agreement renders money damages an inadequate remedy and the Parties agree
that either Party shall be entitled to pursue specific performance as a remedy
without the requirement of posting a bond or other security therefor.

      12.4. Waiver. This Agreement or any of its provisions may not be waived
except in writing. The failure of any Party to enforce any right arising under
this Agreement on one or more occasions will not operate as a waiver of that or
any other right on that or any other occasion.

      12.5. Captions. The section and other captions of this Agreement are for
convenience only and do not constitute a part of this Agreement.