AS OF THE
CLOSE OF THE THIRD BUSINESS DAY FOLLOWING THE DATE SO MAILED, AND (II) IF
PERSONALLY DELIVERED OR OTHERWISE SENT AS PROVIDED ABOVE, ON THE DATE DELIVERED
OR SENT IF SENT BY TELECOPY, AND ON THE NEXT BUSINESS DAY AFTER THE DATE SENT IN
ALL OTHER CASES.
20
11.9
RELIANCE ON AUTHORITY OF PERSON SIGNING.
IF A
MEMBER IS NOT A NATURAL PERSON, NEITHER THE COMPANY NOR ANY MEMBER WILL BE
REQUIRED TO DETERMINE THE AUTHORITY OF THE INDIVIDUAL SIGNING THIS AGREEMENT TO
MAKE ANY COMMITMENT OR UNDERTAKING ON BEHALF OF SUCH ENTITY OR TO DETERMINE ANY
FACT OR CIRCUMSTANCE BEARING UPON THE EXISTENCE OF THE AUTHORITY OF SUCH
INDIVIDUAL OR BE RESPONSIBLE FOR THE APPLICATION OR DISTRIBUTION OF PROCEEDS
PAID OR CREDITED TO INDIVIDUALS SIGNING THIS AGREEMENT ON BEHALF OF SUCH ENTITY.
11.10
NO INTEREST IN COMPANY PROPERTY.
NO MEMBER OR
ECONOMIC INTEREST OWNER HAS ANY INTEREST IN SPECIFIC PROPERTY OF THE COMPANY.
WITHOUT LIMITING THE FOREGOING, EACH MEMBER AND ECONOMIC INTEREST OWNER
IRREVOCABLY WAIVES DURING THE TERM OF THE COMPANY ANY RIGHT THAT HE OR SHE MAY
HAVE TO MAINTAIN ANY ACTION FOR PARTITION WITH RESPECT TO THE PROPERTY OF THE
COMPANY.
11.11
ATTORNEY'S FEES.
IN THE EVENT THAT ANY DISPUTE
BETWEEN THE COMPANY AND THE MEMBERS OR AMONG THE MEMBERS SHOULD RESULT IN
LITIGATION OR ARBITRATION, THE PREVAILING PARTY IN SUCH DISPUTE SHALL BE
ENTITLED TO RECOVER FROM THE OTHER PARTY ALL REASONABLE FEES, COSTS AND EXPENSES
OF ENFORCING ANY RIGHT OF THE PREVAILING PARTY, INCLUDING WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES AND EXPENSES.
11.12
TIME IS OF THE ESSENCE; REMEDIES CUMULATIVE.
ALL
DATES AND TIMES IN THIS AGREEMENT ARE OF THE ESSENCE.
THE REMEDIES UNDER THIS
AGREEMENT ARE CUMULATIVE AND SHALL NOT EXCLUDE ANY OTHER REMEDIES TO WHICH ANY
PERSON MAY BE LAWFULLY ENTITLED.
11.13
PUBLIC DISCLOSURE; CONFIDENTIALITY.
NO MEMBER WILL
MAKE ANY PUBLIC STATEMENT, DISCLOSURE OR COMMUNICATION REGARDING THE COMPANY,
THE RELATIONSHIP BETWEEN THE MEMBERS OR OTHERWISE WITHOUT THE OTHER MEMBER'S
PRIOR WRITTEN CONSENT; PROVIDED, HOWEVER THAT THIS SECTION 11.14 SHALL NOT
PROHIBIT (I) BONA FIDE MARKETING AND PROMOTIONAL ACTIVITIES TO PROMOTE THE
COMPANY, ITS PRODUCTS AND ITS MEMBERS; OR (II) ANY DISCLOSURE THAT MAY BE
REQUIRED BY APPLICABLE LAW.
CHS EXPRESSLY ACKNOWLEDGES THAT SRS IS A PUBLICLY
TRADED COMPANY AND IS THEREFORE SUBJECT TO, AMONG OTHER THINGS, CERTAIN
ACCOUNTING AND DISCLOSURE OBLIGATIONS UNDER APPLICABLE FEDERAL AND STATE LAW.
11.14
BINDING EFFECT; PARTING IN INTEREST.
SUBJECT TO THE
PROVISIONS OF THIS AGREEMENT RELATING TO TRANSFERABILITY, THIS AGREEMENT WILL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE MEMBERS, ECONOMIC INTEREST OWNER,
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
EXCEPT AS EXPRESSLY PROVIDED IN
THE ACT, NOTHING IN THIS AGREEMENT SHALL CONFER ANY RIGHTS OR REMEDIES UNDER OR
BY REASON OF THIS AGREEMENT ON ANY PERSONS OTHER THAN THE MEMBERS AND THEIR
OBLIGATION OR LIABILITY OF ANY THIRD PERSON TO ANY PARTY TO THIS AGREEMENT, NOR
SHALL ANY PROVISION GIVE ANY THIRD PERSON ANY RIGHT OF SUBROGATION OR ACTION
OVER OR AGAINST ANY PARTY