MEETING ON THE FIRST BUSINESS DAY OF EACH FISCAL QUARTER THEREAFTER
TO SEEK SHAREHOLDER APPROVAL UNTIL THE EARLIER OF THE DATE SHAREHOLDER APPROVAL
IS OBTAINED OR THE SECURITIES ARE NO LONGER OUTSTANDING.
4.17
INSURANCE MATTER.
WITH RESPECT TO THE COMPANY'S
PRODUCT LIABILITY INSURANCE MATTER DISCLOSED IN SCHEDULE 3.1(Q), THE COMPANY
COVENANTS AND AGREES THAT IN THE EVENT ITS CURRENT POLICY IS NOT CONTINUED,
RENEWED OR EXTENDED WITH THE CURRENT INSURER, IT WILL PURCHASE 3-YEAR
SUPPLEMENTAL EXTENDED REPORTING PERIOD COVERAGE AVAILABLE UNDER SUCH POLICY FOR
AN ADDITIONAL PREMIUM.
SUCH SUPPLEMENTAL EXTENDED REPORTING PERIOD COVERAGE
SHALL BE FOR THE PURPOSE OF ENABLING THE COMPANY TO HAVE THE COVERAGE FOR CLAIMS
THAT OCCUR BEFORE THE END OF THE CURRENT POLICY PERIOD.
26
ARTICLE V.
MISCELLANEOUS
5.1
FEES AND EXPENSES.
AT THE CLOSING, THE
COMPANY SHALL PAY TO BRYAN CAVE LLP $30,000 AS PARTIAL REIMBURSEMENT OF SF
CAPITAL PARTNERS LTD. FOR ITS LEGAL FEES IN CONNECTION WITH THE TRANSACTION
DOCUMENTS (SF CAPITAL PARTNERS LTD. MAY DEDUCT SUCH AMOUNT FROM THE INVESTMENT
AMOUNT DELIVERABLE TO THE COMPANY OR ESCROW AGENT AT CLOSING), IT BEING
UNDERSTOOD THAT BRYAN CAVE LLP HAS ONLY RENDERED LEGAL ADVICE TO SF CAPITAL
PARTNERS LTD., AND NOT TO THE COMPANY OR ANY OTHER INVESTOR IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED HEREBY, AND THAT EACH OF THE COMPANY AND THE OTHER
INVESTORS HAS RELIED FOR SUCH MATTERS ON THE ADVICE OF ITS OWN RESPECTIVE
COUNSEL.
EXCEPT AS SPECIFIED IN THE IMMEDIATELY PRECEDING SENTENCE, EACH PARTY
SHALL PAY THE FEES AND EXPENSES OF ITS ADVISERS, COUNSEL, ACCOUNTANTS AND OTHER
EXPERTS, IF ANY, AND ALL OTHER EXPENSES INCURRED BY SUCH PARTY INCIDENT TO THE
NEGOTIATION, PREPARATION, EXECUTION, DELIVERY AND PERFORMANCE OF THE TRANSACTION
DOCUMENTS.
THE COMPANY SHALL PAY ALL STAMP AND OTHER TAXES AND DUTIES LEVIED IN
CONNECTION WITH THE SALE OF THE SHARES.
5.2
ENTIRE AGREEMENT.
THE TRANSACTION
DOCUMENTS, TOGETHER WITH THE SCHEDULES THERETO, CONTAIN THE ENTIRE UNDERSTANDING
OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR
AGREEMENTS, UNDERSTANDINGS, DISCUSSIONS AND REPRESENTATIONS, ORAL OR WRITTEN,
WITH RESPECT TO SUCH MATTERS, WHICH THE PARTIES ACKNOWLEDGE HAVE BEEN MERGED
INTO SUCH DOCUMENTS AND SCHEDULES.
5.3
NOTICES.
ANY AND ALL NOTICES OR OTHER
COMMUNICATIONS OR DELIVERIES REQUIRED OR PERMITTED TO BE PROVIDED HEREUNDER
SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN AND EFFECTIVE ON THE EARLIEST OF
(A) THE DATE OF TRANSMISSION, IF SUCH NOTICE OR COMMUNICATION IS DELIVERED VIA
FACSIMILE (PROVIDED THE SENDER RECEIVES A MACHINE-GENERATED CONFIRMATION OF
SUCCESSFUL TRANSMISSION) AT THE FACSIMILE NUMBER SPECIFIED IN THIS SECTION PRIOR
TO 5:30 P.M. (NEW YORK CITY TIME) ON A TRADING DAY, (B) THE NEXT TRADING DAY
AFTER THE DATE OF TRANSMISSION, IF SUCH NOTICE OR COMMUNICATION IS DELIVERED VIA
FACSIMILE AT THE FACSIMILE NUMBER SPECIFIED IN THIS SECTION ON A DAY THAT IS NOT
A TRADING DAY OR LATER THAN 5:30 P.M. (NEW YORK CITY TIME) ON ANY TRADING DAY,
(C) THE TRADING DAY FOLLOWING THE DATE OF MAILING, IF SENT BY U.S. NATIONALLY
RECOGNIZED OVERNIGHT COURIER SERVICE, OR