COMMUNICATION REQUIRED OR
PERMITTED TO BE GIVEN HEREUNDER SHALL BE DEEMED EFFECTIVE (A) UPON HAND DELIVERY
OR DELIVERY BY FACSIMILE, WITH ACCURATE CONFIRMATION GENERATED BY THE
TRANSMITTING FACSIMILE MACHINE, AT THE ADDRESS OR NUMBER DESIGNATED BELOW (IF
DELIVERED ON A BUSINESS DAY DURING NORMAL BUSINESS HOURS WHERE SUCH NOTICE IS TO
BE RECEIVED), OR THE FIRST BUSINESS DAY FOLLOWING SUCH DELIVERY (IF DELIVERED
OTHER THAN ON A BUSINESS DAY DURING NORMAL BUSINESS HOURS WHERE SUCH NOTICE IS
TO BE RECEIVED) OR (B) ON THE SECOND BUSINESS DAY FOLLOWING THE DATE OF MAILING
BY EXPRESS COURIER SERVICE, FULLY PREPAID, ADDRESSED TO SUCH ADDRESS, OR UPON
ACTUAL RECEIPT OF SUCH MAILING, WHICHEVER SHALL FIRST OCCUR.
THE ADDRESSES FOR
SUCH COMMUNICATIONS SHALL BE:
If to the Company, to:
MICRO IMAGING TECHNOLOGY, INC.
970 Calle Amanecer - Suite F
San Clemente, CA 92673
Attn: MICHAEL W. BRENNAN, Chief Executive Officer
facsimile: [enter fax number]
With a copy by fax only to (which copy shall not constitute notice):
[enter name of law firm]
Attn: [attorney name]
[enter address line 1]
[enter city, state, zip]
facsimile: [enter fax number]
If to the Buyer:
ASHER ENTERPRISES, INC.
1 Linden Pl., Suite 207
Great Neck, NY. 11021
Attn: Curt Kramer, President
facsimile: 516-498-9894
20
With a copy by fax only to (which copy shall not constitute notice):
Naidich Wurman Birnbaum & Maday, LLP
80 Cuttermill Road, Suite 410
Great Neck, NY 11021
Attn: Bernard S. Feldman, Esq.
facsimile: 516-466-3555
Each party shall provide notice to the other party of any change in address.
G.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND ASSIGNS.
NEITHER THE COMPANY NOR ANY BUYER SHALL ASSIGN THIS AGREEMENT OR ANY RIGHTS OR
OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER.
NOTWITHSTANDING THE FOREGOING, SUBJECT TO SECTION 2(F), ANY BUYER MAY ASSIGN ITS
RIGHTS HEREUNDER TO ANY PERSON THAT PURCHASES SECURITIES IN A PRIVATE
TRANSACTION FROM A BUYER OR TO ANY OF ITS "AFFILIATES," AS THAT TERM IS DEFINED
UNDER THE 1934 ACT, WITHOUT THE CONSENT OF THE COMPANY.
H.
THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND
ASSIGNS, AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED
BY, ANY OTHER PERSON.
I.
SURVIVAL.
THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY AND THE AGREEMENTS AND COVENANTS SET FORTH IN THIS AGREEMENT SHALL
SURVIVE THE CLOSING HEREUNDER NOTWITHSTANDING ANY DUE DILIGENCE INVESTIGATION
CONDUCTED BY OR ON BEHALF OF THE BUYER.
THE COMPANY AGREES TO INDEMNIFY AND
HOLD HARMLESS EACH OF THE BUYER AND ALL THEIR OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS FOR LOSS OR DAMAGE ARISING AS A RESULT OF OR RELATED TO ANY BREACH OR
ALLEGED BREACH BY THE COMPANY OF ANY OF ITS REPRESENTATIONS, WARRANTIES AND
COVENANTS SET FORTH IN THIS AGREEMENT OR ANY OF ITS COVENANTS AND OBLIGATIONS
UNDER THIS AGREEMENT, INCLUDING ADVANCEMENT OF EXPENSES AS THEY ARE INCURRED.
J.