THE
HOLDERS WILL MUTUALLY AGREE ON AN ALLOCATION OF THE PURCHASE PRICE BETWEEN THE
SERIES C PREFERRED STOCK AND THE AVISTA COMMON STOCK ISSUED TO THE HOLDERS
PURSUANT TO THE TERMS OF THIS AGREEMENT.
11.
EXPENSES.
THE CORPORATION WILL, FOLLOWING THE EXECUTION AND
DELIVERY THIS AGREEMENT, AFTER PRESENTATION OF A SUMMARY INVOICE THEREFORE,
PROMPTLY REIMBURSE THE HOLDERS FOR ALL EXPENSES (INCLUDING ATTORNEY'S AND
ACCOUNTANT'S FEES AND DISBURSEMENTS) INCURRED BY THE HOLDERS IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND IN CONNECTION WITH ANY
AMENDMENTS, WAIVERS OR CONSENTS UNDER OR IN RESPECT OF THIS AGREEMENT.
12.
NOTICES.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL
NOTICES AND OTHER COMMUNICATIONS SHALL HAVE BEEN DULY GIVEN AND SHALL BE
EFFECTIVE (A) WHEN DELIVERED, B) WHEN TRANSMITTED VIA TELECOPY (OR OTHER
FACSIMILE DEVICE) TO THE NUMBER SET OUT BELOW IF THE SENDER ON THE SAME DAY
SENDS A CONFIRMING COPY OF SUCH NOTICE BY A RECOGNIZED OVERNIGHT DELIVERY
SERVICE (CHARGES PREPAID), (C) THE DAY FOLLOWING THE DAY (EXCEPT IF NOT A
BUSINESS DAY THEN THE NEXT BUSINESS DAY) ON WHICH THE SAME HAS BEEN DELIVERED
PREPAID TO A REPUTABLE NATIONAL OVERNIGHT AIR COURIER SERVICE OR (D) THE THIRD
BUSINESS DAY FOLLOWING THE DAY ON WHICH THE SAME IS SENT BY CERTIFIED OR
REGISTERED MAIL, POSTAGE PREPAID, IN EACH CASE TO THE RESPECTIVE PARTIES AT THE
ADDRESS SET FORTH ON THE SIGNATURE PAGES HERETO, OR AT SUCH OTHER ADDRESS AS
SUCH PARTY MAY SPECIFY BY WRITTEN NOTICE TO THE OTHER PARTY HERETO.
13.
BENEFIT OF AGREEMENT AND ASSIGNMENTS.
(A)
NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, SHALL GIVE TO ANY
PERSON OTHER THAN THE PARTIES HERETO AND PEGASUS ANY BENEFIT OR ANY LEGAL OR
EQUITABLE RIGHT, REMEDY OR CLAIM UNDER THIS AGREEMENT, IT BEING EXPRESSLY AGREED
BY THE PARTIES HERETO THAT PEGASUS IS A THIRD-PARTY BENEFICIARY SOLELY TO ENABLE
IT TO ENFORCE THE PROVISIONS OF SECTIONS 4(D) AND 15 HEREOF IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS AND FOR NO OTHER PURPOSE.
THE PARTIES HERETO ACKNOWLEDGE
THAT THE AGREEMENT OF THE HOLDERS PURSUANT TO SECTION 4(D) IS A MATERIAL PART OF
THE CONSIDERATION FOR THE AGREEMENTS OF PEGASUS IN THE DEFINITIVE AGREEMENT FOR
THE ACQUISITION.
(B)
NO PARTY HERETO MAY ASSIGN OR OTHERWISE TRANSFER ANY OF ITS RIGHTS
OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES
HERETO.
14.
NO WAIVER REMEDIES CUMULATIVE.
NO FAILURE OR DELAY ON THE PART
OF ANY PARTY HERETO IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER AND NO
COURSE OF DEALING BETWEEN THE
7
CORPORATION AND ANY OTHER PARTY SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY
SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER PRECLUDE
ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER
OR PRIVILEGE HEREUNDER OR THEREUNDER.
THE RIGHTS AND REMEDIES PROVIDED HEREIN
ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT THE PARTIES
WOULD OTHERWISE HAVE.
NO NOTICE TO OR DEMAND ON THE CORPORATION IN ANY CASE
SHALL ENTITLE THE