of which would reasonably be expected to have a material
adverse effect on the Company, prevent or impair the ability of the Company to
perform any of its obligations under this Agreement or delay, prevent or impair
the consummation of any of the transactions contemplated by this Agreement.
4.
COVENANTS.
The parties agree as follows with respect to the period following the Closing:
(A)
GENERAL.
IN CASE AT ANY TIME AFTER THE
CLOSING ANY FURTHER ACTION IS NECESSARY OR DESIRABLE TO CARRY OUT THE PURPOSES
OF THIS AGREEMENT, THE PARTIES AGREE TO TAKE SUCH FURTHER ACTION (INCLUDING THE
EXECUTION AND DELIVERY OF SUCH FURTHER INSTRUMENTS AND DOCUMENTS) AS ANY OTHER
PARTY REASONABLY MAY REQUEST.
(B)
CONFIDENTIALITY.
EACH PARTY WILL MAINTAIN
IN CONFIDENCE, AND WILL CAUSE ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND
ADVISORS TO MAINTAIN IN CONFIDENCE, AND NOT USE TO THE DETRIMENT OF THE OTHER
PARTY, ANY WRITTEN, ORAL OR OTHER INFORMATION OBTAINED IN CONFIDENCE FROM THE
OTHER PARTY IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY, UNLESS (I) SUCH INFORMATION IS ALREADY KNOWN TO SUCH PARTY OR TO OTHERS
NOT BOUND BY A DUTY OF CONFIDENTIALITY OR SUCH INFORMATION BECOMES PUBLICLY
AVAILABLE THROUGH NO FAULT OF SUCH PARTY, (II) THE USE OF SUCH INFORMATION IS
NECESSARY OR APPROPRIATE IN MAKING ANY FILING WITH OR OBTAINING ANY CONSENT OR
APPROVAL OF ANY GOVERNMENTAL BODY OR AGENCY REQUIRED FOR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR (III) THE FURNISHING OR USE OF
SUCH INFORMATION IS REQUIRED BY LEGAL PROCEEDINGS.
5.
MISCELLANEOUS.
(A)
COUNSEL.
THE PARTIES HAVE HAD THE
OPPORTUNITY TO CONSULT WITH COUNSEL IN CONNECTION WITH THIS AGREEMENT AND THE
MATTERS RELATED THERETO.
(B)
EXPENSE.
EACH PARTY TO THIS AGREEMENT WILL
BEAR ITS RESPECTIVE EXPENSES INCURRED IN CONNECTION WITH THE PREPARATION,
EXECUTION AND PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY, INCLUDING ALL FEES AND EXPENSES OF AGENTS, REPRESENTATIVES, COUNSEL AND
ACCOUNTANTS.
(C)
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS
AND OTHER COMMUNICATIONS WHICH ARE REQUIRED OR MAY BE GIVEN UNDER THIS AGREEMENT
SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN RECEIVED IF
PERSONALLY DELIVERED; WHEN TRANSMITTED IF TRANSMITTED BY TELECOPY, ELECTRONIC OR
DIGITAL TRANSMISSION METHOD; THE DAY AFTER IT IS SENT, IF SENT FOR NEXT DAY
DELIVERY TO A DOMESTIC ADDRESS BY RECOGNIZED OVERNIGHT DELIVERY SERVICE (E.G.,
FEDERAL EXPRESS); AND UPON RECEIPT, IF SENT BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED.
IN EACH CASE NOTICE SHALL BE SENT TO (I) THE COMPANY
AT ITS CORPORATE OFFICE IN LONG BEACH, CALIFORNIA (ATTN: GENERAL COUNSEL); OR
3
(II) THE SELLER AT THE ADDRESS SET FORTH ON THE SIGNATURE PAGE HERETO; OR (III)
SUCH OTHER PLACE AND WITH SUCH OTHER COPIES AS EITHER PARTY MAY DESIGNATE AS TO
ITSELF BY WRITTEN NOTICE TO THE OTHERS.
(D)
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING
THE DOCUMENTS REFERRED TO HEREIN) CONSTITUTES THE ENTIRE AGREEMENT AMONG THE
PARTIES AND SUPERSEDES ANY PRIOR UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS
BY OR AMONG THE PARTIES, WRITTEN OR ORAL, TO THE