of the Company under the Exchange Act;
(c)
So long as the Holders own any Registrable securities, furnish to
Holders forthwith upon request:
a written statement by the Company as to its
compliance with the reporting requirements of said Rule 144 of the Securities
Act, and of the Exchange Act (at any time after it has become subject to such
reporting requirements); a copy of the most recent annual or quarterly report of
the Company; and such other reports and documents as a Holder may reasonably
request in availing itself of any rule or regulation of the SEC allowing it to
sell any such securities without registration.
1.10
EFFECTIVE TIME.
THIS AGREEMENT SHALL BECOME EFFECTIVE UPON THE
CLOSING OF THE ASSET SALE AS DESCRIBED IN THE PURCHASE AGREEMENT BY AND AMONG
THE COMPANY, THE BUYER AND THE SELLER.
6
IN THE EVENT THE PURCHASE AGREEMENT IS TERMINATED PRIOR TO THE CONSUMMATION OF
THE ASSET SALE, THIS AGREEMENT SHALL TERMINATE AND BE OF NO FURTHER FORCE OR
EFFECT CONCURRENT WITH SUCH TERMINATION.
2.
Miscellaneous.
2.1
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY
THE LAWS OF THE STATE OF CALIFORNIA AS SUCH LAWS ARE APPLIED TO AGREEMENTS
BETWEEN CALIFORNIA RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN
CALIFORNIA.
2.2
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, THE PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF, AND BE BINDING
UPON, THE SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS OF THE
PARTIES HERETO.
2.3
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE PURCHASE AGREEMENT
CONSTITUTE THE FULL AND ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES
WITH REGARD TO THE SUBJECTS HEREOF AND THEREOF.
2.4
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS REQUIRED OR
PERMITTED HEREUNDER SHALL BE EFFECTIVE UPON RECEIPT AND SHALL BE IN WRITING AND
MAY BE DELIVERED IN PERSON, BY TELECOPY, ELECTRONIC MAIL, OVERNIGHT DELIVERY
SERVICE OR U.S. MAIL, IN WHICH EVENT IT MAY BE MAILED BY FIRST-CLASS, CERTIFIED
OR REGISTERED, POSTAGE PREPAID, ADDRESSED (A) IF TO HOLDERS, AT SUCH ADDRESS AS
HOLDERS SHALL HAVE FURNISHED THE COMPANY IN WRITING, OR, UNTIL ANY SUCH HOLDERS
SO FURNISHES AN ADDRESS TO THE COMPANY, THEN TO AND AT THE ADDRESS OF THE LAST
HOLDERS OF SUCH SECURITIES WHO HAS SO FURNISHED AN ADDRESS TO THE COMPANY, OR
(B) IF TO THE COMPANY, AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGE OF THIS
AGREEMENT, OR AT SUCH OTHER ADDRESS AS THE COMPANY SHALL HAVE FURNISHED TO
HOLDERS.
NOTWITHSTANDING THE FOREGOING, ALL NOTICES AND COMMUNICATIONS TO
ADDRESSES OUTSIDE THE UNITED STATES SHALL BE GIVEN BY TELECOPIER AND CONFIRMED
IN WRITING SENT BY OVERNIGHT OR TWO-DAY COURIER SERVICE.
2.5
TITLES AND SUBTITLES.
THE TITLES OF THE PARAGRAPHS AND
SUBPARAGRAPHS OF THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE
NOT TO BE CONSIDERED IN CONSTRUING THIS AGREEMENT.
2.6
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER
SHALL CONSTITUTE ONE INSTRUMENT.
2.7
FACSIMILE.
FACSIMILE SIGNATURES SHALL CONSTITUTE