BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS RELATING TO OR AFFECTING
CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITY PRINCIPLES.
9
13.
NOTICES.
ALL NOTICES, REQUESTS, CLAIMS, DEMANDS AND OTHER
COMMUNICATIONS REQUIRED OR PERMITTED TO BE GIVEN UNDER THIS AGREEMENT WILL BE IN
WRITING AND WILL BE DELIVERED BY HAND OR TELECOPIED, E-MAILED OR SENT, POSTAGE
PREPAID, BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR REPUTABLE OVERNIGHT COURIER
SERVICE AND WILL BE DEEMED GIVEN WHEN SO DELIVERED BY HAND OR TELECOPIED, WHEN
E-MAIL CONFIRMATION IS RECEIVED IF DELIVERED BY E-MAIL, OR THREE BUSINESS DAYS
AFTER BEING SO MAILED (ONE BUSINESS DAY IN THE CASE OF EXPRESS MAIL OR OVERNIGHT
COURIER SERVICE).
ALL SUCH NOTICES, REQUESTS, CLAIMS, DEMANDS AND OTHER
COMMUNICATIONS WILL BE ADDRESSED AS SET FORTH BELOW, OR PURSUANT TO SUCH OTHER
INSTRUCTIONS AS MAY BE DESIGNATED IN WRITING BY THE PARTY TO RECEIVE SUCH NOTICE
IN ACCORDANCE WITH THIS PARAGRAPH 13:
if to Buyer, to:
Rockwell Collins, Inc.
400 Collins Road N.E.
Cedar Rapids, Iowa 52498
Attention:
Gary R. Chadick, Esq.
Senior Vice President,
General Counsel and
Secretary
Telephone:
(319) 295-1000
Telecopy:
(319) 295-3599
E-mail:

with a copy to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
Attention:
Peter R. Kolyer, Esq.
Telephone:
(212) 408-5564
Telecopy:
(212) 541-5369
E-mail:

if to the Seller, to:
Evans & Sutherland Computer Corporation
600 Komas Drive
Salt Lake City, Utah 84108
Attention:
David Bateman
Telephone:
(801) 588-1674
Telecopy:
(801) 588-4511
E-mail:

10
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1100
Palo Alto, California 94301
Attention:
Marc R. Packer
Telephone:
(650) 470-4500
Telecopy:
(650) 470-4570
Email:

if to the Escrow Agent, to:
U.S. Bank National Association
209 South LaSalle Street, Suite 300
Chicago, Illinois 60604
Attention:
Grace A. Gorka
Telephone:
(312) 325-8907
Telecopy:
(312) 325-8905
E-mail:

14.
TERMINATION OF THIS AGREEMENT.
THIS AGREEMENT SHALL TERMINATE
UPON THE FINAL RELEASE DATE IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT.
UPON ANY TERMINATION OF THIS AGREEMENT PURSUANT TO THIS SECTION 14,
THIS AGREEMENT SHALL FORTHWITH BECOME VOID AND OF NO FURTHER FORCE OR EFFECT,
AND NO PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTIES OR THEIR RESPECTIVE
AFFILIATES, DIRECTORS, OFFICERS OR EMPLOYEES; PROVIDED NOTHING IN THIS SECTION
14 SHALL RELIEVE ANY PARTY FROM ANY LIABILITY FOR ANY BREACH OF SUCH PARTY'S
COVENANTS OR AGREEMENTS CONTAINED IN THIS AGREEMENT PRIOR TO SUCH TERMINATION OR
FOR ANY BREACH OF SUCH PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THIS
AGREEMENT PRIOR TO SUCH TERMINATION.
15.
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE SCHEDULES
ATTACHED HERETO) CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT OF THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS, WRITTEN OR ORAL, BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF, OTHER THAN IN THE CASE OF
BUYER AND SELLER WHICH ARE PARTY TO A CONFIDENTIALITY AGREEMENT, THE ASSET
PURCHASE AGREEMENT AND ANY ANCILLARY AGREEMENTS RELATED THERETO, WHICH SHALL
REMAIN