TO
ANY SUCH ACTION, SUIT OR PROCEEDING.
SECTION 13.
REPRESENTATION BY COUNSEL.
EACH PARTY HERETO
ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
ACCORDINGLY, ANY
RULE OF LAW OR ANY LEGAL DECISION THAT WOULD
4
PROVIDE ANY PARTY HERETO WITH A DEFENSE TO THE ENFORCEMENT OF THE TERMS OF THIS
AGREEMENT AGAINST SUCH PARTY BASED UPON LACK OF LEGAL COUNSEL SHALL HAVE NO
APPLICATION AND IS EXPRESSLY WAIVED.
SECTION 14.
INDEPENDENT DUE DILIGENCE AND DECISION-MAKING.
EACH OF
THE CONSENTING HOLDERS HEREBY CONFIRMS THAT ITS DECISION TO EXECUTE THIS
AGREEMENT HAS BEEN BASED UPON ITS INDEPENDENT INVESTIGATION OF THE OPERATIONS,
BUSINESSES, FINANCIAL AND OTHER CONDITIONS AND PROSPECTS OF POAMI.
TO THE
EXTENT ANY MATERIALS OR INFORMATION HAVE BEEN FURNISHED TO IT BY POAMI OR IASG,
THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT THEY HAVE BEEN PROVIDED FOR
INFORMATIONAL PURPOSES ONLY, WITHOUT ANY REPRESENTATION OR WARRANTY.
SECTION 15.
CONSIDERATION.
IT IS HEREBY ACKNOWLEDGED BY POAMI, IASG
AND EACH OF THE CONSENTING HOLDERS THAT NO CASH CONSIDERATION SHALL BE DUE OR
PAID TO THE CONSENTING HOLDERS FOR THEIR AGREEMENT TO PARTICIPATE IN THE
EXCHANGE OFFER AND VOTE FOR THE AMENDMENTS AND WAIVER IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF THIS AGREEMENT AND THE TERM SHEET.
SECTION 16.
FURTHER ASSURANCES.
FROM TIME TO TIME, AT POAMI'S OR
IASG'S REQUEST AND WITHOUT FURTHER CONSIDERATION, EACH CONSENTING HOLDER SHALL
EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND TAKE ALL SUCH FURTHER ACTION
AS MAY BE NECESSARY OR DESIRABLE TO CONSUMMATE AND MAKE EFFECTIVE, IN THE MOST
EXPEDITIOUS MANNER PRACTICABLE, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 17.
HEADINGS.
THE HEADINGS OF THE SECTIONS, PARAGRAPHS AND
SUBSECTIONS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT
AFFECT THE INTERPRETATION HEREOF.
SECTION 18.
PRIOR NEGOTIATIONS.
THIS AGREEMENT AND THE TERM SHEET
SUPERSEDE ALL PRIOR NEGOTIATIONS WITH RESPECT TO THE SUBJECT MATTER HEREOF.
SECTION 19.
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT SHALL BE
SOLELY FOR THE BENEFIT OF THE PARTIES HERETO, INCLUDING THEIR PERMITTED ASSIGNS,
AND NO OTHER PERSON OR ENTITY SHALL BE A THIRD PARTY BENEFICIARY HEREOF.
NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, SHALL GIVE TO ANY PARTY OR ENTITY
OTHER THAN THE PARTIES ANY BENEFIT OR ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR
CLAIM UNDER THIS AGREEMENT.
SECTION 20.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS INTENDED TO
BIND AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS, PERMITTED ASSIGNS, HEIRS, EXECUTORS, ADMINISTRATORS AND
REPRESENTATIVES.
SECTION 21.
NOTICES.
(A)
ALL NOTICES HEREUNDER TO BE SERVED TO POAMI SHALL BE DEEMED GIVEN
IF IN WRITING AND DELIVERED OR SENT BY TELECOPY, COURIER OR BY REGISTERED OR
CERTIFIED MAIL (RETURN RECEIPT REQUESTED) TO THE FOLLOWING ADDRESSES OR
TELECOPIER NUMBERS (OR AT SUCH OTHER ADDRESSES OR TELECOPIER NUMBERS AS SHALL BE
SPECIFIED BY LIKE NOTICE):
Protection One Alarm Monitoring, Inc.
1035 N. 3rd Street
5
Lawrence, KS 66044
Attn: Darius G. Nevin
Fax: (785) 856-9700
with copies to:
Protection One, Inc.
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