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      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 or the Redemption 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 (a) to a "qualified intermediary" engaged by
such Party to effectuate a deferred like-kind exchange under Section 1031 of the
Code, and the other Party agrees in connection with such an assignment to take
such actions and execute such documents as may be reasonably requested by the
assigning Party in order to facilitate such Party's intent to effectuate a
deferred like-kind exchange; provided, however, that no such assignment will
affect the assigning Party's liabilities or obligations pursuant to this
Agreement or (b) 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 Closing.

      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.

                                           IPSE/Charter Asset Exchange Agreement