offer to sell, making any short sale of,
granting any option for the purchase of, or entering into any hedging or similar
transaction with the same economic effect as a sale of the Shares.
5.
MISCELLANEOUS.
(A)
COUNSEL.
THE PARTIES HAVE HAD THE
OPPORTUNITY TO CONSULT WITH COUNSEL IN CONNECTION WITH THIS AGREEMENT AND THE
MATTERS RELATED THERETO.
(B)
EXPENSE.
EACH PARTY TO THIS AGREEMENT WILL
BEAR ITS RESPECTIVE EXPENSES INCURRED IN CONNECTION WITH THE PREPARATION,
EXECUTION AND PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY, INCLUDING ALL FEES AND EXPENSES OF AGENTS, REPRESENTATIVES, COUNSEL AND
ACCOUNTANTS.
(C)
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS
AND OTHER COMMUNICATIONS WHICH ARE REQUIRED OR MAY BE GIVEN UNDER THIS AGREEMENT
SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN RECEIVED IF
PERSONALLY DELIVERED; WHEN TRANSMITTED IF TRANSMITTED BY TELECOPY, ELECTRONIC OR
DIGITAL TRANSMISSION METHOD; THE DAY AFTER IT IS SENT, IF SENT FOR NEXT DAY
DELIVERY TO A DOMESTIC ADDRESS BY RECOGNIZED OVERNIGHT DELIVERY SERVICE (E.G.,
FEDERAL EXPRESS); AND UPON RECEIPT, IF SENT BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED.
IN EACH CASE NOTICE SHALL BE SENT TO (I) THE COMPANY
AT ITS CORPORATE OFFICE IN LONG BEACH, CALIFORNIA (ATTN: GENERAL COUNSEL); OR
(II) THE SELLER AT THE ADDRESS SET FORTH ON THE SIGNATURE PAGE HERETO; OR (III)
SUCH OTHER PLACE AND WITH SUCH OTHER COPIES AS EITHER PARTY MAY DESIGNATE AS TO
ITSELF BY WRITTEN NOTICE TO THE OTHERS.
(D)
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING
THE DOCUMENTS REFERRED TO HEREIN) CONSTITUTES THE ENTIRE AGREEMENT AMONG THE
PARTIES AND SUPERSEDES ANY PRIOR UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS
BY OR AMONG THE PARTIES, WRITTEN OR ORAL, TO THE EXTENT THEY RELATED IN ANY WAY
TO THE SUBJECT MATTER HEREOF.
(E)
ENFORCEMENT OF THIS AGREEMENT.
THE PARTIES
HERETO AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE
PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH ITS SPECIFIC
TERMS OR WAS OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT THE PARTIES
SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS
AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF, THIS
BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN
EQUITY.
7
(F)
SUCCESSION AND ASSIGNMENT.
THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES NAMED
HEREIN AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
NO PARTY MAY
ASSIGN EITHER THIS AGREEMENT OR ANY OF ITS RIGHTS, INTERESTS, OR OBLIGATIONS
HEREUNDER WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTY.
(G)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL
BUT ALL OF WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(H)
HEADINGS.
THE SECTION HEADINGS CONTAINED IN
THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT AFFECT IN ANY WAY
THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
(I)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND