SELLER, PURCHASER AND
THE COMPANY AGREE THAT SIGNATURES TO THIS AGREEMENT TRANSMITTED IN .PDF FORMAT
VIA E-MAIL, OR VIA FACSIMILE, SHALL BE CONSIDERED VALID AND ENFORCEABLE.
THE
CAPTIONS, HEADINGS AND ARRANGEMENTS USED IN THIS AGREEMENT ARE FOR CONVENIENCE
ONLY AND DO NOT IN ANY WAY AFFECT, LIMIT, AMPLIFY, OR MODIFY THE TERMS AND
PROVISIONS HEREOF.
WHENEVER THE SINGULAR NUMBER IS USED HEREIN, THE SAME SHALL
INCLUDE THE PLURAL WHERE APPROPRIATE, AND WORDS OF ANY GENDER SHALL INCLUDE EACH
OTHER GENDER WHERE APPROPRIATE.
15
SECTION 24.
AUTOMATIC TERMINATION.
THIS
AGREEMENT SHALL TERMINATE AUTOMATICALLY ON MARCH
, 2007, WITHOUT ANY
ACTION REQUIRED ON THE PART OF ANY PARTY HERETO UNLESS ON OR BEFORE 5:00 P.M.
HAWAII TIME ON SUCH DATE ONE FULLY EXECUTED COUNTERPART OF THIS AGREEMENT HAS
BEEN DELIVERED TO TITLE COMPANY.
SECTION 25.
DATE HEREOF.
FOR PURPOSES
HEREIN, THE TERMS "THE DATE HEREOF" OR "THE DATE OF THIS AGREEMENT" SHALL MEAN
THE DATE TITLE COMPANY ACKNOWLEDGES RECEIPT OF AN ORIGINAL COUNTERPART OF THIS
AGREEMENT EXECUTED BY SELLER AND PURCHASER.
SECTION 26.
CALCULATION OF TIME PERIODS.
IF ANY DATE HEREIN SET FORTH FOR THE PERFORMANCE OF ANY OBLIGATION BY SELLER,
PURCHASER OR THE COMPANY OR FOR THE DELIVERY OF ANY INSTRUMENT OR NOTICE HEREIN
PROVIDED SHOULD BE ON A SATURDAY, SUNDAY, OR LEGAL HOLIDAY, THE COMPLIANCE WITH
SUCH OBLIGATIONS OR DELIVERY SHALL BE DEEMED ACCEPTABLE ON THE NEXT BUSINESS DAY
FOLLOWING SUCH SATURDAY, SUNDAY OR LEGAL HOLIDAY.
AS USED HEREIN, THE TERM
"LEGAL HOLIDAY" MEANS ANY STATE OR FEDERAL HOLIDAY FOR WHICH FINANCIAL
INSTITUTIONS OR POST OFFICES ARE GENERALLY CLOSED IN HONOLULU, HAWAII, FOR
OBSERVANCE THEREOF.
SECTION 27.
ENTIRE AGREEMENT.
THIS
AGREEMENT, TOGETHER WITH THE RESTATED LLC AGREEMENT AND THE [*] AGREEMENT, SETS
FORTH THE ENTIRE AGREEMENT AMONG SELLER, PURCHASER AND THE COMPANY RELATING TO
THE PROPERTY AND THE EQUITY INTEREST, AND ALL PRIOR NEGOTIATIONS, LETTERS OF
INTENT OR AGREEMENTS ARE MERGED HEREIN.
SECTION 28.
CONFIDENTIALITY.
(A)
EACH OF SELLER, PURCHASER AND THE COMPANY
SHALL KEEP THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL INFORMATION
REVEALED TO IT PURSUANT TO THIS AGREEMENT (COLLECTIVELY, THE "CONFIDENTIAL
INFORMATION") (OTHER THAN CONFIDENTIAL INFORMATION WHICH IS A MATTER OF PUBLIC
KNOWLEDGE OR IS PROVIDED IN OTHER SOURCES AVAILABLE TO THE PUBLIC) STRICTLY
CONFIDENTIAL; PROVIDED, HOWEVER, THAT ANY SUCH CONFIDENTIAL INFORMATION MAY BE
DISCLOSED (1) IF REQUIRED AS PROVIDED IN PARAGRAPH (B) BELOW, (2) IN ANY DISPUTE
BETWEEN OR AMONG PURCHASER, SELLER AND/OR THE COMPANY, AND (3) TO MEMBERS,
MANAGERS, PARTNERS, DIRECTORS, OFFICERS OR EMPLOYEES OF THE PARTIES AND THEIR
RESPECTIVE CONSULTANTS, OUTSIDE COUNSEL, ADVISORS, ACCOUNTING FIRMS AND OTHER
PERSONS REQUIRED BY LAW (HEREINAFTER COLLECTIVELY REFERRED TO AS "PRIVILEGED
REPRESENTATIVES"), ONLY ON A NEED TO KNOW BASIS FOR THE PURPOSES CONTEMPLATED
HEREBY.
ALL PRIVILEGED REPRESENTATIVES OF A PARTY SHALL BE DIRECTED BY SUCH
PARTY TO TREAT CONFIDENTIAL INFORMATION IN THE STRICTEST CONFIDENCE, SUBJECT TO
THE FOREGOING PERMITTED DISCLOSURES.
(B)
IN THE EVENT THAT SELLER, PURCHASER, THE
COMPANY, OR ONE OF THEIR PRIVILEGED REPRESENTATIVES, BECOMES LEGALLY COMPELLED
TO DISCLOSE ANY CONFIDENTIAL INFORMATION, THE COMPELLED PARTY