16th Floor
Los Angeles, California 90067
Tel: (310) 553-4441
Fax:(310) 201-4746
If to the Company:
Shea Development Corp.
3452 Lake Lynda Dr, Suite 350
Orlando, FL 32817
Attn: Francis E. Wilde, Chairman and CEO
Tel: (407) 282-3545
Fax: (408) 516-8239
with a copy, which shall not constitute notice, to:
Dunnington, Bartholow & Miller, LLP
477 Madison Avenue, 12th Floor
New York, NY 10022
Attn: Robert T. Lincoln
Tel: (212) 682-8811
Fax: (212) 661-7769
9.2
ENTIRE AGREEMENT.
THIS AGREEMENT SUPERSEDES ALL PRIOR DISCUSSIONS
AND AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
THEREOF AND CONTAINS
32
THE SOLE AND ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND THEREOF.
EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THIS AGREEMENT OR IN ANY INSTRUMENT DELIVERED PURSUANT
TO THIS AGREEMENT, EACH OF THE PARTIES TO THIS AGREEMENT ACKNOWLEDGES THAT NO
OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN RELIED UPON BY THAT PARTY OR MADE
BY ANY OTHER PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND
LEGAL ADVISORS OR OTHER REPRESENTATIVES.
9.3
FURTHER ASSURANCES; POST-CLOSING COOPERATION.
AT ANY TIME OR FROM
TIME TO TIME AFTER THE CLOSING, THE PARTIES WILL EXECUTE AND DELIVER TO THE
OTHER PARTY SUCH OTHER DOCUMENTS AND INSTRUMENTS, PROVIDE SUCH MATERIALS AND
INFORMATION AND TAKE SUCH OTHER ACTIONS AS THE OTHER PARTY MAY REASONABLY
REQUEST TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
OTHERWISE TO CAUSE THE OTHER PARTY TO FULFILL ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH PARTY AGREES TO USE
COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE CONDITIONS TO ITS OBLIGATIONS TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY TO BE SATISFIED.
9.4
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED BY THE PARTIES HERETO AT
ANY TIME BEFORE THE CLOSING BY EXECUTION OF AN INSTRUMENT IN WRITING SIGNED ON
BEHALF OF EACH OF THE PARTIES HERETO AND AFTER THE CLOSING BY EXECUTION OF AN
INSTRUMENT IN WRITING SIGNED ON BEHALF OF PARENT AND THE SURVIVING CORPORATION.
9.5
EXTENSION.
AT ANY TIME PRIOR TO THE CLOSING, PARENT, MERGER SUB
AND THE COMPANY MAY, TO THE EXTENT LEGALLY ALLOWED, MAY AGREE IN WRITING TO
EXTEND THE TIME FOR THE PERFORMANCE OF ANY OF THE OBLIGATIONS OF THE OTHER PARTY
HERETO.
9.6
WAIVER.
ANY TERM OR CONDITION OF THIS AGREEMENT MAY BE WAIVED AT
ANY TIME BY THE PARTY THAT IS ENTITLED TO THE BENEFIT THEREOF, BUT NO SUCH
WAIVER WILL BE EFFECTIVE UNLESS SET FORTH IN A WRITTEN INSTRUMENT DULY EXECUTED
BY OR ON BEHALF OF THE PARTY WAIVING SUCH TERM OR CONDITION.
NO WAIVER BY ANY
PARTY OF ANY TERM OR CONDITION OF THIS AGREEMENT, IN ANY ONE OR MORE INSTANCES,
WILL BE DEEMED TO BE OR CONSTRUED AS A WAIVER OF THE SAME OR ANY OTHER TERM OR
CONDITION OF THIS AGREEMENT ON ANY FUTURE OCCASION.
ALL REMEDIES, EITHER UNDER
THIS AGREEMENT OR BY LAW OR OTHERWISE AFFORDED, WILL BE CUMULATIVE AND NOT
ALTERNATIVE.
9.7
THIRD PARTY BENEFICIARIES.
THE TERMS AND PROVISIONS OF THIS
AGREEMENT ARE INTENDED