Common use of Status of this Agreement Generally Clause in Contracts

Status of this Agreement Generally. Except as expressly provided in this Agreement, this Agreement will not terminate; nor will ChoicePoint have any right to terminate this Agreement; nor will ChoicePoint be entitled to any reduction (by setoff or otherwise) of the Break Even Price, the Make Whole Amount or any payment required under this Agreement; nor will any of the obligations of ChoicePoint to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of ChoicePoint’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of ChoicePoint or of anyone claiming through or under ChoicePoint, (v) any default on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and ChoicePoint are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) ChoicePoint’s prior acquisition or ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of ChoicePoint under this Agreement (including the obligation to make any Supplemental Payment as provided in Paragraph 2) be separate from and independent of BNPPLC’s obligations under this Agreement or any other agreement between BNPPLC and ChoicePoint.

Status of this Agreement Generally. Except as expressly provided in the next subparagraph or other provisions of this Agreement, this Agreement will not terminate; nor will ChoicePoint NAI have any right to terminate this Agreement; nor will ChoicePoint NAI be entitled to any reduction (by setoff or otherwise) of the Break Even Price, the Make Whole Amount or any payment required under this Agreement; nor will any of the obligations of ChoicePoint NAI to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of ChoicePointNAI’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of ChoicePoint NAI or of anyone claiming through or under ChoicePointNAI, (v) any default on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and ChoicePoint NAI are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) ChoicePointNAI’s prior acquisition or ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of ChoicePoint NAI under this Agreement (including the obligation to make any Supplemental Payment as provided in Paragraph 2) be separate from and independent of BNPPLC’s obligations under this Agreement or any other agreement between BNPPLC and ChoicePointNAI; however, nothing in this subparagraph will be construed as a waiver by NAI of any right NAI may have at law or in equity to the following remedies, whether because of BNPPLC’s failure to remove a Lien Removable by BNPPLC or because of any other default by BNPPLC under this Agreement: (A) the recovery of monetary damages, (B) injunctive relief in case of the violation, or attempted or threatened violation, by BNPPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPPLC, or (C) a decree compelling performance by BNPPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPPLC.

Status of this Agreement Generally. Except as expressly provided in this Agreement---------------------------------- herein, this Agreement will shall not terminate; nor will ChoicePoint shall Extreme have any right to terminate this Agreement; nor will ChoicePoint shall Extreme be entitled to any reduction (by setoff or otherwise) of the Break Even Price, any Deficiency, the Make Whole Amount Maximum Remarketing Obligation, any Supplemental Payment or any payment required under this Agreementthe Minimum Extended Remarketing Price hereunder; nor will any of shall the obligations of ChoicePoint Extreme to BNPPLC BNPLC under Paragraph 2 or Paragraph 3 1 be excused affected, by reason of (i) any damage to or the destruction of all or any part of the Property from whatever causecause (though it is understood that Extreme will receive any remaining Escrowed Proceeds yet to be applied as provided in the Land Lease that may result from such damage if Extreme purchases the Property and the Escrowed Proceeds as herein provided), (ii) the taking of or damage to the Property or any portion thereof by eminent domain or otherwise for any reasonreason (though it is understood that Extreme will receive any remaining [Land] Escrowed Proceeds yet to be applied as provided in the Land Lease that may result from such taking or damage if Extreme purchases the Property and the Escrowed Proceeds as herein provided), (iii) the prohibition, limitation or restriction of ChoicePoint’s use or development Extreme's us e of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of ChoicePoint Extreme or of anyone any party claiming through under Extreme by paramount title or under ChoicePointotherwise, (v) any default on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and ChoicePoint are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) ChoicePoint’s Extreme's prior acquisition or ownership of any interest in the Property, (vi) any default on the part of BNPLC under this Agreement, the Land Lease or any other agreement to which BNPLC is a party, or (ixvii) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of ChoicePoint under this Agreement Extreme hereunder (including the obligation to make any Supplemental Payment as provided in Paragraph 21) shall be separate from and independent of BNPPLC’s covenants and agreements from BNPLC's obligations under this Agreement or any other agreement between BNPPLC BNPLC and ChoicePointExtreme; provided, however, that nothing in this subparagraph shall excuse BNPLC from its obligation to tender the Sale Closing Documents in substantially the form attached hereto as exhibits when required by Paragraph 3. Further, nothing in this subparagraph shall be construed as a waiver by Extreme of any right Extreme may have at law or in equity to the following remedies, whether because of BNPLC's failure to remove a Lien Removable by BNPLC or because of any other default by BNPLC under this Agreement: (i) the recovery of monetary damages, (ii) injunctive relief in case of the violation, or attempted or threatened violation, by BNPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPLC, or (iii) a decree compelling performance by BNPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPLC.

Status of this Agreement Generally. Except as expressly provided in the preceding subparagraph or other provisions of this Agreement, this Agreement will not terminate; nor will ChoicePoint LRC have any right to terminate this Agreement; nor will ChoicePoint LRC be entitled to any reduction (by setoff or otherwise) of the Break Even Price, the Make Whole Amount or any payment required under this Agreement; nor will any of the obligations of ChoicePoint LRC to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of ChoicePointLRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of ChoicePoint LRC or of anyone claiming through or under ChoicePointLRC, (v) any default or breach on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and ChoicePoint LRC are parties, (vi) the Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) — Page 15 inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) ChoicePointLRC’s prior acquisition or ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of ChoicePoint LRC under this Agreement (including the obligation to make any Supplemental Payment as provided in Paragraph 2) be separate from and independent of BNPPLC’s obligations under this Agreement or any other agreement between BNPPLC and ChoicePointLRC.

Status of this Agreement Generally. Except as expressly provided in the preceding subparagraph or other provisions of this Agreement, this Agreement will not terminate; nor will ChoicePoint LRC have any right to terminate this Agreement; nor will ChoicePoint LRC be entitled to any reduction (by setoff or otherwise) of the Break Even Price, the Make Whole Amount or any payment required under this Agreement; nor will any of the obligations of ChoicePoint LRC to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of ChoicePointLRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of ChoicePoint LRC or of anyone claiming through or under ChoicePointLRC, (v) any default or breach on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and ChoicePoint LRC are parties, (vi) the Agreement Regarding Purchase and Remarketing Options (Livermore/ Parcel 7) — Page 15 inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) ChoicePointLRC’s prior acquisition or ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of ChoicePoint LRC under this Agreement (including the obligation to make any Supplemental Payment as provided in Paragraph 2) be separate from and independent of BNPPLC’s obligations under this Agreement or any other agreement between BNPPLC and ChoicePointLRC.

Status of this Agreement Generally. Except as expressly provided in other provisions of this Agreement, this Agreement will not terminate; nor will ChoicePoint NAI have any right to terminate this Agreement; nor will ChoicePoint NAI be entitled to any reduction (by setoff or otherwise) of the Break Even Price, the Make Whole Amount or any payment required under this Agreement; nor will any of the obligations of ChoicePoint NAI to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of ChoicePointNAI’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of ChoicePoint NAI or of anyone claiming through or under ChoicePointNAI, (v) any default on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and ChoicePoint NAI are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) ChoicePointNAI’s prior acquisition or ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of ChoicePoint NAI under this Agreement (including the obligation to make any Supplemental Payment as provided in Paragraph 2) be separate from and independent of BNPPLC’s obligations under this Agreement or any other agreement between BNPPLC and ChoicePointNAI; however, nothing in this subparagraph will be construed as a waiver by NAI of any right NAI may have at law or in equity to the following remedies, whether because of BNPPLC’s failure to remove a Lien Removable by BNPPLC or because of any other default by BNPPLC under this Agreement: (A) the recovery of monetary damages, (B) injunctive relief in Purchase Agreement (1299 Orleans) — Page 14 case of the violation, or attempted or threatened violation, by BNPPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPPLC, or (C) a decree compelling performance by BNPPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPPLC.

Status of this Agreement Generally. Except as expressly provided in other provisions of this Agreement, this Agreement will not terminate; nor will ChoicePoint LRC have any right to terminate this Agreement; nor will ChoicePoint LRC be entitled to any reduction (by setoff or otherwise) of the Break Even Price, the Make Whole Amount or any payment required under this Agreement; nor will any of the obligations of ChoicePoint LRC to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of ChoicePointLRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of ChoicePoint LRC or of anyone claiming through or under ChoicePointLRC, (v) any default or breach on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and ChoicePoint LRC are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) ChoicePointLRC’s prior acquisition or ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is Agreement Regarding Purchase and Remarketing Options (Fremont/Building #2) — Page 13 the intention of the parties hereto that the obligations of ChoicePoint LRC under this Agreement (including the obligation to make any Supplemental Payment as provided in Paragraph 2) be separate from and independent of BNPPLC’s obligations under this Agreement or any other agreement between BNPPLC and ChoicePointLRC.

Status of this Agreement Generally. Except as expressly provided in this Agreementherein, this Agreement will shall not terminate; nor will ChoicePoint shall Specialty Laboratories have any right to terminate this Agreement; nor will ChoicePoint shall Specialty Laboratories be entitled to any reduction (by setoff or otherwise) of the Break Even Price, the Maximum Remarketing Obligation, the Make Whole Amount or any payment required under this Agreementhereunder; nor will shall any of the obligations of ChoicePoint Specialty Laboratories to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of or damage to the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of ChoicePoint’s Specialty Laboratories' use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of ChoicePoint Specialty Laboratories or of anyone any party claiming through under Specialty Laboratories by paramount title or under ChoicePointotherwise, (v) any default on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and ChoicePoint are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) ChoicePoint’s Specialty Laboratories' prior acquisition or ownership of any interest in the Property, (vi) any default on the part of BNPPLC under this Agreement, the Ground Lease, the Construction Management Agreement, the Lease or any other agreement to which BNPPLC is a party, or (ixvii) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of ChoicePoint under this Agreement Specialty Laboratories hereunder (including the obligation to make any Supplemental Payment as provided in Paragraph 2) 2 shall be separate from and independent of covenants and agreements from BNPPLC’s 's obligations under this Agreement or any other agreement between BNPPLC and ChoicePointSpecialty Laboratories; provided, however, that nothing in this subparagraph shall be construed as a waiver by Specialty Laboratories of any right Specialty Laboratories may have at law or in equity to the following remedies, whether because of BNPPLC's failure to remove a Lien Removable by BNPPLC or because of any other default by BNPPLC under this Agreement: (i) the recovery of monetary damages, (ii) injunctive relief in case of the violation, or attempted or threatened violation, by BNPPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPPLC, or (iii) a decree compelling performance by BNPPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPPLC.

Status of this Agreement Generally. Except as expressly provided in this Agreement---------------------------------- herein, this Agreement will shall not terminate; nor will ChoicePoint shall Zhone have any right to terminate this Agreement; nor will ChoicePoint shall Zhone be entitled to any reduction (by setoff or otherwise) of the Building 3 Break Even PriceAmount, any Deficiency, the Make Whole Amount Maximum Remarketing Obligation, any Building 3 Supplemental Payment or any payment required under this Agreementthe Minimum Extended Remarketing Price hereunder; nor will any of shall the obligations of ChoicePoint Zhone to BNPPLC BNPLC under Paragraph 2 or Paragraph 3 1 be excused affected, by reason of (i) any damage to or the destruction of all or any part of the Building 3 Property from whatever causecause (though it is understood that Zhone will receive any remaining Building 3 Escrowed Proceeds yet to be applied as provided in the Building 3 Lease that may result from such damage if Zhone purchases the Building 3 Property and the Building 3 Escrowed Proceeds as herein provided), (ii) the taking of or damage to the Building 3 Property or any portion thereof by eminent domain or otherwise for any reasonreason (though it is understood that Zhone will receive any remaining Building 3 Escrowed Proceeds yet to be applied as provided in the Building 3 Lease that may result from such taking or damage if Zhone purchases the Building 3 Property and the Building 3 Escrowed Proceeds as herein provided), (iii) the prohibition, limitation or restriction of ChoicePoint’s Zhone's use or development of all or any portion of the Building 3 Property or any interference with such use by governmental action or otherwise, (iv) any eviction of ChoicePoint Zhone or of anyone any party claiming through under Zhone by paramount title or under ChoicePointotherwise, (v) any default on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and ChoicePoint are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) ChoicePoint’s Zhone's prior acquisition or ownership of any interest in the Building 3 Property, (vi) any default on the part of BNPLC under this Agreement, the Building 3 Lease or any other agreement to which BNPLC is a party, or (ixvii) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations obligation of ChoicePoint under this Agreement (including the obligation Zhone to make any Building 3 Supplemental Payment as provided in Paragraph 2) 1 shall be a separate from and independent of BNPPLC’s covenant and agreement from BNPLC's obligations under this Agreement or any other agreement between BNPPLC BNPLC and ChoicePointZhone; provided, however, that nothing in this subparagraph shall excuse BNPLC from its obligation to tender the Sale Closing Documents in substantially the form attached hereto as exhibits when required by Paragraph 3. Nothing in this subparagraph shall be construed as a waiver by Zhone of any right Zhone may have at law or in equity to the following remedies, whether because of BNPLC's failure to remove a Lien Removable by BNPLC or because of any other default by BNPLC under this Agreement: (i) the recovery of monetary damages, (ii) injunctive relief in case of the violation, or attempted or threatened violation, by BNPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPLC, or (iii) a decree compelling performance by BNPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPLC.

Status of this Agreement Generally. Except as expressly provided in other provisions of this Agreement, this Agreement will not terminate; nor will ChoicePoint NAI have any right to terminate this Agreement; nor will ChoicePoint NAI be entitled to any reduction (by setoff or otherwise) of the Break Even Price, the Make Whole Amount or any payment required under this Agreement; nor will any of the obligations of ChoicePoint NAI to BNPPLC under Paragraph 2 or Paragraph 3 be excused by reason of (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of ChoicePointNAI’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of ChoicePoint NAI or of anyone claiming through or under ChoicePointNAI, (v) any default on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and ChoicePoint NAI are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) ChoicePointNAI’s prior acquisition or ownership of any interest in the Property, or (ix) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of ChoicePoint NAI under this Agreement (including the obligation to make any Supplemental Payment as provided in Paragraph 2) be separate from and independent of BNPPLC’s obligations under this Agreement or any other agreement between BNPPLC and ChoicePointNAI; however, nothing in this subparagraph will be construed as a waiver by NAI of any right NAI may have at law or in equity to the following remedies, whether because of BNPPLC’s failure to remove a Lien Removable by BNPPLC or because of any other default by BNPPLC under this Agreement: (A) the recovery of monetary damages, (B) injunctive relief in case of the violation, or attempted or threatened violation, by BNPPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPPLC, or (C) a decree compelling performance by BNPPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPPLC.

Status of this Agreement Generally. Except as expressly provided in this Agreement---------------------------------- herein, this Agreement will shall not terminate; nor will ChoicePoint shall Zhone have any right to terminate this Agreement; nor will ChoicePoint shall Zhone be entitled to any reduction (by setoff or otherwise) of the Land Break Even PriceAmount, any Deficiency, the Make Whole Amount Maximum Remarketing Obligation, any Land Supplemental Payment or any payment required under this Agreementthe Minimum Extended Remarketing Price hereunder; nor will any of shall the obligations of ChoicePoint Zhone to BNPPLC BNPLC under Paragraph 2 or Paragraph 3 1 be excused affected, by reason of (i) any damage to or the destruction of all or any part of the Property from whatever causecause (though it is understood that Zhone will receive any remaining Land Escrowed Proceeds yet to be applied as provided in the Land Lease that may result [Land] 7 from such damage if Zhone purchases the Property and the Land Escrowed Proceeds as herein provided), (ii) the taking of or damage to the Property or any portion thereof by eminent domain or otherwise for any reasonreason (though it is understood that Zhone will receive any remaining Land Escrowed Proceeds yet to be applied as provided in the Land Lease that may result from such taking or damage if Zhone purchases the Property and the Land Escrowed Proceeds as herein provided), (iii) the prohibition, limitation or restriction of ChoicePoint’s Zhone's use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of ChoicePoint Zhone or of anyone any party claiming through under Zhone by paramount title or under ChoicePointotherwise, (v) any default on the part of BNPPLC under this Agreement or any other Operative Document or any other agreement to which BNPPLC and ChoicePoint are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, or (viii) ChoicePoint’s Zhone's prior acquisition or ownership of any interest in the Property, (vi) any default on the part of BNPLC under this Agreement, the Land Lease or any other agreement to which BNPLC is a party, or (ixvii) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations obligation of ChoicePoint under this Agreement (including the obligation Zhone to make any Land Supplemental Payment as provided in Paragraph 2) 1 shall be a separate from and independent of BNPPLC’s covenant and agreement from BNPLC's obligations under this Agreement or any other agreement between BNPPLC BNPLC and ChoicePointZhone; provided, however, that nothing in this subparagraph shall excuse BNPLC from its obligation to tender the Land Sale Closing Documents in substantially the form attached hereto as exhibits when required by Paragraph 3. Nothing in this subparagraph shall be construed as a waiver by Zhone of any right Zhone may have at law or in equity to the following remedies, whether because of BNPLC's failure to remove a Lien Removable by BNPLC or because of any other default by BNPLC under this Agreement: (i) the recovery of monetary damages, (ii) injunctive relief in case of the violation, or attempted or threatened violation, by BNPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPLC, or (iii) a decree compelling performance by BNPLC of any of the express covenants, agreements, conditions or provisions of this Agreement which are binding upon BNPLC.