Shareholder or any liquidation or dissolution of Seller or any Shareholder.
5. Waivers. No delay by Purchasers in exercising any right,
power or privilege under this Undertaking or failure to exercise the same will
constitute a waiver or otherwise affect such right, power or privilege, nor
will any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. No
notice to or demand on any Shareholder will be deemed to be a waiver of (i) any
obligation of Seller or another Shareholder or (ii) any right of Purchaser to
take any further action or exercise any rights under this Undertaking or the
6. Representations and Warranties. Each Shareholder hereby
represents and warrants to Purchasers that: (a) such Shareholder has the
authority, capacity and power to execute and deliver this Undertaking and to
consummate the transactions contemplated hereby; (b) this Undertaking
constitutes the valid and binding obligation of such Shareholder and is
enforceable against such Shareholder in accordance with its terms; and (c)
neither the execution and delivery by such Shareholder of this Undertaking nor
the performance by such Shareholder of the transactions contemplated hereby
will violate, conflict with or constitute a default under (i) any Law to which
such Shareholder or any of its assets is subject, or (ii) any contract to which
such Shareholder is a party, except where such conflict, violation, default,
termination, cancellation or acceleration would not materially impair the
ability of such Shareholder to perform its obligations under this Undertaking.
7. Waivers and Amendments. No supplement to, modification or
amendment of, or waiver, consent or approval under, any provision of this
Undertaking will be effective unless in writing and signed by Purchasers and
each Shareholder, and any waiver, consent or approval will be effective only in
the specific instance and for the specific purpose for which given.
8. Notices. All notices and other communications provided in
this Undertaking shall be in writing and shall be given in the manner specified
for notices in the Agreement, with any notices to any Shareholders being sent
as provided in the Agreement for notices to Seller.
9. Binding Agreement. This Undertaking will be binding upon the
successors, assigns, heirs, devisees and estates of each Shareholder and will
inure to the benefit of Purchasers and their respective successors and assigns.
10. Rights of Parties. Except as provided in Section 2 hereof,
nothing expressed or implied in this Undertaking will give any person or entity
other than the Shareholders and the Purchasers any rights or remedies under
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