AT ALL TIMES AFTER THE EFFECTIVE DATE
OF THE FIRST REGISTRATION FILED BY THE COMPANY FOR AN OFFERING OF ITS SECURITIES
TO THE GENERAL PUBLIC;
(B)
FILE WITH THE SEC, IN A TIMELY MANNER, ALL REPORTS AND OTHER
DOCUMENTS REQUIRED OF THE COMPANY UNDER THE EXCHANGE ACT; AND
(C)
SO LONG AS A HOLDER OWNS ANY REGISTRABLE SECURITIES, FURNISH TO
SUCH HOLDER 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 FILED WITH THE COMMISSION; AND SUCH OTHER REPORTS AND
DOCUMENTS AS A HOLDER MAY REASONABLY REQUEST IN CONNECTION WITH AVAILING ITSELF
OF ANY RULE OR REGULATION OF THE SEC ALLOWING IT TO SELL ANY SUCH SECURITIES
WITHOUT REGISTRATION.
ARTICLE 3.
MISCELLANEOUS.
3.1.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
UNDER THE LAWS OF THE STATE OF NEW YORK IN ALL RESPECTS AS SUCH LAWS ARE APPLIED
TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY
WITHIN NEW YORK.
3.2.
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, THE PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF, AND BE BINDING
UPON, THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS,
EXECUTORS, AND ADMINISTRATORS AND SHALL INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY EACH PERSON WHO SHALL BE A HOLDER OF REGISTRABLE SECURITIES FROM
TIME TO TIME; PROVIDED, HOWEVER, THAT PRIOR TO THE RECEIPT BY THE COMPANY OF
ADEQUATE WRITTEN NOTICE OF THE TRANSFER OF ANY REGISTRABLE SECURITIES SPECIFYING
THE FULL NAME AND ADDRESS OF THE TRANSFEREE, THE COMPANY MAY DEEM AND TREAT THE
PERSON LISTED AS THE HOLDER OF SUCH SHARES IN ITS
10
records as the absolute owner and holder of such shares for all purposes,
including the payment of dividends or any redemption price.
3.3.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE ASSET PURCHASE AGREEMENT
AND THE OTHER DOCUMENTS DELIVERED PURSUANT THERETO CONSTITUTE THE FULL AND
ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES WITH REGARD TO THE
SUBJECTS HEREOF AND NO PARTY SHALL BE LIABLE OR BOUND TO ANY OTHER IN ANY MANNER
BY ANY ORAL OR WRITTEN REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND THEREIN.
EACH PARTY EXPRESSLY
REPRESENTS AND WARRANTS THAT IT IS NOT RELYING ON ANY ORAL OR WRITTEN
REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS OUTSIDE OF THIS AGREEMENT.
3.4.
SEVERABILITY.
IN THE EVENT ONE OR MORE OF THE PROVISIONS OF THIS
AGREEMENT SHOULD, FOR ANY REASON, BE HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY, OR UNENFORCEABILITY
SHALL NOT AFFECT ANY OTHER PROVISIONS OF THIS AGREEMENT, AND THIS AGREEMENT
SHALL BE CONSTRUED AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD
NEVER BEEN CONTAINED HEREIN.
3.5.
AMENDMENT AND WAIVER.
(A)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, THIS AGREEMENT MAY BE