NOT APPLY.
23.9
NOTICES; CONSENTS.
(A)
ALL NOTICES SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN ON THE
DATE OF PERSONAL DELIVERY; THE DATE OF CONFIRMED TELEX OR FAX; OR, IF GIVEN BY
MAIL, THREE BUSINESS DAYS AFTER THE DATE DEPOSITED IN THE UNITED STATES MALLS,
POSTAGE PREPAID, REGISTERED OR CERTIFIED, WITH RETURN RECEIPT REQUESTED.
ANY
FORM OF CONFIRMED ACTUAL DELIVERY IS SUFFICIENT AND SHALL IN NO EVENT BE DEEMED
GIVEN LATER THAN WRITTEN CONFIRMATION THEREOF.
NOTICES SHALL BE ADDRESSED TO
ADLT AND FIBERSTARS AT THEIR RESPECTIVE ADDRESSES APPEARING IN THE SIGNATURE
BLOCK OF THE AGREEMENT, BUT EACH PARTY MAY CHANGE ITS ADDRESS BY WRITTEN NOTICE.
(B)
EACH OF THE PARTIES AGREE TO USE THEIR BEST EFFORTS IN PROVIDING
THE OTHER PARTY WITH TIMELY RESPONSES WHERE ITS CONSENT IS REQUIRED UNDER THE
AGREEMENT.
21
23.10
PUBLIC DISCLOSURES.
NEITHER PARTY SHALL USE ANY TRADEMARKS, SERVICE
MARKS, VISUAL PRODUCT REPRESENTATIONS, TRADE NAMES, LOGOS OR OTHER COMMERCIAL OR
PRODUCT DESIGNATIONS OF THE OTHER.
UNLESS REQUIRED IN PERFORMANCE OR EXERCISE
OF RIGHTS UNDER THE AGREEMENT, OR DISCLOSURE IS REQUIRED UNDER APPLICABLE
SECURITIES LAWS, NEITHER PARTY WILL DISCLOSE TO ANY THIRD PARTY THE EXISTENCE OF
THE AGREEMENT OR ITS RELATIONSHIP WITH THE OTHER, WITHOUT THE OTHER PARTY'S
EXPRESS PRIOR WRITTEN CONSENT.
IN PARTICULAR, NEITHER PARTY SHALL IDENTIFY OR
MAKE REFERENCE TO THE OTHER IN ANY ADVERTISING OR OTHER PROMOTIONAL MODALITY
REGARDLESS OF ITS FORM WITHOUT EXPLICIT PRIOR WRITTEN CONSENT.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, ADLT ACKNOWLEDGES THAT FIBERSTARS WILL, IN
CONNECTION WITH THE OFFERING, DESCRIBE AND DISCLOSE THE AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED UNDER THE AGREEMENT (INCLUDING DISCLOSURES MADE AS
PART OF THE REGISTRATION STATEMENT RELATED TO THE OFFERING), AND ADLT HEREBY
CONSENTS TO ACCURATE DISCLOSURE IN CONNECTION WITH THE OFFERING.
IN ADDITION,
EITHER OR BOTH PARTIES MAY BE OBLIGATED TO DESCRIBE AND DISCLOSE THE AGREEMENT
AND THE RELATED TRANSACTIONS IN OTHER FILINGS MADE PURSUANT TO THE SECURITIES
EXCHANGE ACT OF 1934 AND THE SECURITIES ACT OF 1933, EACH AS AMENDED (AS WELL AS
PURSUANT TO APPLICABLE STATE "BLUE SKY" LAWS, AND EACH PARTY HEREBY CONSENTS TO
THE ACCURATE DISCLOSURE THEREOF.
23.11
RELATIONSHIP OF THE PARTIES.
THE AGREEMENT IS NOT TO BE CONSTRUED
AS CREATING AN AGENCY, PARTNERSHIP, JOINT VENTURE OR ANY OTHER FORM OF LEGAL
ASSOCIATION BETWEEN THE PARTIES.
23.12
SEVERABILITY.
IF ANY PROVISION OF THE AGREEMENT, OR THE APPLICATION
THEREOF, SHALL FOR ANY REASON AND TO ANY EXTENT BE DETERMINED BY AN ARBITRATOR
OR COURT OF COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE UNDER
APPLICABLE LAW, THE REMAINING PROVISIONS OF THE AGREEMENT SHALL REMAIN IN EFFECT
AND BE INTERPRETED SO AS BEST TO REASONABLY EFFECTUATE THE INTENT OF THE
PARTIES.
23.13
SOLICITATION.
DURING THE TERM OF THE AGREEMENT NEITHER PARTY SHALL
SOLICIT FOR EMPLOYMENT PURPOSES PERSONNEL OF THE OTHER PARTY WITHOUT THE OTHER
PARTY'S WRITTEN CONSENT.
23.14
SUCCESSORS.
THE RIGHTS AND LIABILITIES OF THE PARTIES UNDER THE
AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF THE PARTIES' RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNEES.
23.15
WAIVER.
THE FAILURE OF EITHER PARTY