Failure of Conditions, Warranties or Other Obligations. If one or ------------------------------------------------------ more conditions to Purchaser's obligation to consummate this transaction as set forth in Section 7.1 has not been satisfied, or if any of the Sellers' representations or warranties are untrue in any material respect, or if the Sellers fail to otherwise perform their obligations hereunder, then Purchaser may, at its option, elect to consummate the transaction, but the Purchase Price shall be reduced as is reasonably necessary to cover the amounts indicated below. The actual amount(s) of any such reduction(s) shall be mutually agreed upon by the parties or, failing that, by binding arbitration conducted in accordance with the International Arbitration Rules of the American Arbitration Association as set forth in more detail in Section 10 below. Reduction of the consideration payable shall be in addition to and not in lieu of any other rights or remedies to which Purchaser may be entitled:
