IS HEREBY STIPULATED AND DECLARED
TO BE THE INTENTION OF THE PARTIES THAT THEY WOULD HAVE EXECUTED THE REMAINING
TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS WITHOUT INCLUDING ANY OF SUCH THAT
MAY BE HEREAFTER DECLARED INVALID, ILLEGAL, VOID OR UNENFORCEABLE.
5.13
REPLACEMENT OF PURCHASED STOCK.
IF ANY CERTIFICATE OR INSTRUMENT
EVIDENCING ANY PURCHASED STOCK IS MUTILATED, LOST, STOLEN OR DESTROYED, THE
COMPANY SHALL ISSUE OR CAUSE TO BE ISSUED IN EXCHANGE AND SUBSTITUTION FOR AND
UPON CANCELLATION THEREOF (IN THE CASE OF MUTILATION), OR IN LIEU OF AND
SUBSTITUTION THEREFOR, A NEW CERTIFICATE OR INSTRUMENT, BUT ONLY UPON RECEIPT OF
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EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY OF SUCH LOSS, THEFT OR
DESTRUCTION.
THE APPLICANT FOR A NEW CERTIFICATE OR INSTRUMENT UNDER SUCH
CIRCUMSTANCES SHALL ALSO PAY ANY REASONABLE THIRD-PARTY COSTS (INCLUDING
CUSTOMARY INDEMNITY) ASSOCIATED WITH THE ISSUANCE OF SUCH REPLACEMENT PURCHASED
STOCK.
5.14
COMPANY DISCLOSURE SCHEDULE.
PARENT SHALL NOT BE ENTITLED TO CLAIM
THAT ANY FACT OR COMBINATION OF FACTS CONSTITUTES A BREACH OF ANY OF THE
COMPANY'S REPRESENTATIONS OR WARRANTIES MADE PURSUANT TO SECTION 2.3(B)(I) OR
3.1 OF
THIS AGREEMENT IF AND TO THE EXTENT THAT SUCH FACT OR COMBINATION OF
FACTS HAS BEEN DISCLOSED IN (I) ANY SECTION OF THE COMPANY DISCLOSURE SCHEDULE,
WHICH SHALL BE DEEMED TO BE DISCLOSED WITH RESPECT TO ANY OTHER SECTION OF THE
MERGER AGREEMENT OR THIS AGREEMENT TO THE EXTENT THAT IT IS REASONABLY APPARENT
THAT SUCH DISCLOSURE IS APPLICABLE TO SUCH OTHER SECTION OR (II) THE COMPANY SEC
REPORTS FILED PRIOR TO THE DATE OF THIS AGREEMENT IN SUFFICIENT DETAIL TO PUT A
REASONABLE PERSON ON NOTICE OF THE RELEVANCE OF THE FACTS OR CIRCUMSTANCES SO
DISCLOSED.
THE INCLUSION OF ANY INFORMATION IN THE COMPANY DISCLOSURE SCHEDULE
SHALL NOT BE DEEMED TO BE AN ADMISSION OR ACKNOWLEDGEMENT, IN AND OF ITSELF,
THAT SUCH INFORMATION IS REQUIRED BY THE TERMS HEREOF TO BE DISCLOSED, IS
MATERIAL, HAS RESULTED OR IS REASONABLY EXPECTED TO RESULT IN A COMPANY MATERIAL
ADVERSE EFFECT OR IS OUTSIDE THE ORDINARY COURSE OF BUSINESS OR THAT IT WOULD
OTHERWISE BE APPROPRIATE TO INCLUDE ANY SUCH INFORMATION.
5.15
SATURDAYS, SUNDAYS, HOLIDAYS, ETC. IF THE LAST OR APPOINTED DAY FOR THE
TAKING OF ANY ACTION OR THE EXPIRATION OF ANY RIGHT REQUIRED OR GRANTED HEREIN
SHALL NOT BE A BUSINESS DAY, THEN SUCH ACTION MAY BE TAKEN OR SUCH RIGHT MAY BE
EXERCISED ON THE NEXT SUCCEEDING BUSINESS DAY.
5.16
CONSTRUCTION. THE PARTIES AGREE THAT EACH OF THEM AND/OR THEIR
RESPECTIVE COUNSEL HAS REVIEWED AND HAD AN OPPORTUNITY TO REVISE THE TRANSACTION
DOCUMENTS AND, THEREFORE, THE NORMAL RULE OF CONSTRUCTION TO THE EFFECT THAT ANY
AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY SHALL NOT BE EMPLOYED
IN THE INTERPRETATION OF THE TRANSACTION DOCUMENTS OR ANY AMENDMENTS HERETO.
(SIGNATURE PAGES FOLLOW)
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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS SECURITIES PURCHASE
AGREEMENT TO BE DULY EXECUTED BY THEIR RESPECTIVE AUTHORIZED SIGNATORIES AS OF
THE DATE FIRST INDICATED ABOVE.
SOUTHWEST WATER COMPANY
By:
/s/ Mark Swatek