ONE OF THE PARTIES PURSUANT TO APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION,
DISCLOSURE REQUIRED OR APPROPRIATE UNDER THE SECURITIES ACT OR THE SECURITIES
EXCHANGE ACT); PROVIDED, HOWEVER, THAT (A) THE OBLIGATIONS OF CONFIDENTIALITY
AND NONUSE SHALL CONTINUE TO THE FULLEST EXTENT NOT IN CONFLICT WITH SUCH LAW OR
ORDER, AND (B) IF AND WHEN A PARTY IS REQUIRED TO DISCLOSE SUCH CONFIDENTIAL OR
PROPRIETARY INFORMATION PURSUANT TO ANY SUCH LAW OR ORDER, SUCH PARTY SHALL USE
ITS BEST EFFORTS TO (1) GIVE THE OTHER PARTY PROMPT NOTICE OF SUCH REQUIREMENT
SO AS TO PERMIT SUCH PARTY TIME IN WHICH TO APPEAL, OPPOSE OR TAKE OTHER
PROTECTIVE ACTION AND (2) OBTAIN A PROTECTIVE ORDER OR TAKE SUCH OTHER ACTIONS
AS WILL PREVENT OR LIMIT, TO THE FULLEST EXTENT POSSIBLE, PUBLIC ACCESS TO, OR
DISCLOSURE OF, SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION.
ARTICLE XV
MISCELLANEOUS
SECTION 15.1
AMENDMENTS.
ANY AMENDMENT TO THIS
AGREEMENT SHALL BE ADOPTED AND BE EFFECTIVE AS AN AMENDMENT HERETO IF APPROVED
BY MUTUAL AGREEMENT; PROVIDED, HOWEVER, THAT NO AMENDMENT SHALL BE MADE, AND ANY
SUCH PURPORTED AMENDMENT SHALL BE VOID AND INEFFECTIVE, TO THE EXTENT THE RESULT
THEREOF WOULD BE TO CAUSE THE COMPANY TO BE TREATED AS ANYTHING OTHER THAN A
PARTNERSHIP FOR PURPOSES OF UNITED STATES INCOME TAXATION.
27
SECTION 15.2
NOTICES.
ALL NOTICES PROVIDED FOR IN
THIS AGREEMENT SHALL BE IN WRITING, DULY SIGNED BY THE PARTY GIVING SUCH NOTICE,
AND SHALL BE DELIVERED, TELECOPIED OR MAILED BY REGISTERED OR CERTIFIED MAIL, AS
FOLLOWS.
(A)
IF GIVEN TO THE COMPANY, IN CARE OF THE
MANAGING MEMBER AT THE COMPANY'S MAILING ADDRESS SET FORTH BELOW:
Chandler Trust No. 1
350 West Colorado Blvd. Suite 230
Pasadena, California
91105
(B)
IF GIVEN TO ANY MEMBER, AT THE ADDRESS SET
FORTH ON SCHEDULE A OR, IF A CURRENT ADDRESS DOES NOT APPEAR ON SCHEDULE A, ON
THE BOOKS AND RECORDS OF THE COMPANY.
All such notices shall be deemed to have been given when received.
SECTION 15.3
FAILURE TO PURSUE REMEDIES.
THE FAILURE
OF ANY PARTY TO SEEK REDRESS FOR VIOLATION OF, OR TO INSIST UPON THE STRICT
PERFORMANCE OF, ANY PROVISION OF THIS AGREEMENT SHALL NOT PREVENT A SUBSEQUENT
ACT, WHICH WOULD HAVE ORIGINALLY CONSTITUTED A VIOLATION FROM HAVING THE EFFECT
OF AN ORIGINAL VIOLATION.
SECTION 15.4
CUMULATIVE REMEDIES.
THE RIGHTS AND
REMEDIES PROVIDED BY THIS AGREEMENT ARE CUMULATIVE AND THE USE OF ANY ONE RIGHT
OR REMEDY BY ANY PARTY SHALL NOT PRECLUDE OR WAIVE ITS RIGHT TO USE ANY OR ALL
OTHER REMEDIES.
SAID RIGHTS AND REMEDIES ARE GIVEN IN ADDITION TO ANY OTHER
RIGHTS THE PARTIES MAY HAVE BY LAW, STATUTE, ORDINANCE OR OTHERWISE.
SECTION 15.5
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF ALL OF THE PARTIES AND, TO THE EXTENT
PERMITTED BY THIS AGREEMENT, THEIR SUCCESSORS, LEGAL REPRESENTATIVES AND
ASSIGNS.
SECTION 15.6
INTERPRETATION.
THROUGHOUT THIS
AGREEMENT, NOUNS, PRONOUNS AND VERBS SHALL BE CONSTRUED AS MASCULINE, FEMININE,
NEUTER, SINGULAR OR PLURAL, WHICHEVER SHALL BE APPLICABLE.
ALL REFERENCES
HEREIN