NOTICES, REQUESTS, DEMANDS,
CLAIMS, AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING.
ANY NOTICE,
REQUEST, DEMAND, CLAIM OR OTHER COMMUNICATION HEREUNDER SHALL BE DELIVERED
PERSONALLY TO THE RECIPIENT, DELIVERED BY UNITED STATES POST OFFICE MAIL
(POSTAGE PREPAID AND RETURN RECEIPT REQUESTED), TELECOPIED TO THE INTENDED
RECIPIENT AT THE NUMBER SET FORTH THEREFOR BELOW (WITH HARD COPY TO FOLLOW), OR
SENT TO THE RECIPIENT BY REPUTABLE EXPRESS COURIER SERVICE (CHARGES PREPAID) AND
ADDRESSED TO THE INTENDED RECIPIENT AS SET FORTH BELOW:
If to the Company, to:
Musician's Friend, Inc.
931 Chevy Drive
Medford, Oregon 97504
Attention:
Board of Directors
with a copy to:
Guitar Center, Inc.
5795 Lindero Canyon Road
Westlake Village, California 91362
Attention:
General Counsel
Telephone:
(818) 735-8800
12
Telecopier:
(818) 735-8833
with a copy to:
Latham & Watkins LLP
135 Commonwealth Drive
Menlo Park, CA 94025
Attention:
Anthony J. Richmond, Esq.
Telephone: (650) 328-4600
Telecopier: (650) 463-2600
If to the Parent or its Board, to Guitar Center, Inc. with a copy to outside
counsel as noted above.
If to the Executive, to the address noted on the signature page of this
Agreement or such other address as the recipient party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Any such communication shall be deemed to have been delivered and received
(a) when delivered, if personally delivered, sent by telecopier or sent by
overnight courier, and (b) on the fifth business day following the date posted,
if sent by mail.
12.
GENERAL PROVISIONS.
(A)
SEVERABILITY/ENFORCEMENT.
(I)
IT IS THE DESIRE AND INTENT OF THE
PARTIES HERETO THAT THE PROVISIONS OF THIS AGREEMENT BE ENFORCED TO THE FULLEST
EXTENT PERMISSIBLE UNDER THE LAWS AND PUBLIC POLICIES APPLIED IN EACH
JURISDICTION IN WHICH ENFORCEMENT IS SOUGHT.
ACCORDINGLY, IF ANY PARTICULAR
PROVISION OF THIS AGREEMENT SHALL BE ADJUDICATED BY A COURT OF COMPETENT
JURISDICTION TO BE INVALID, PROHIBITED OR UNENFORCEABLE FOR ANY REASON, SUCH
PROVISION, AS TO SUCH JURISDICTION, SHALL BE INEFFECTIVE, WITHOUT INVALIDATING
THE REMAINING PROVISIONS OF THIS AGREEMENT OR AFFECTING THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT OR AFFECTING THE VALIDITY OR ENFORCEABILITY OF
SUCH PROVISION IN ANY OTHER JURISDICTION.
NOTWITHSTANDING THE FOREGOING, IF
SUCH PROVISION COULD BE MORE NARROWLY DRAWN SO AS NOT TO BE INVALID, PROHIBITED
OR UNENFORCEABLE IN SUCH JURISDICTION, IT SHALL, AS TO SUCH JURISDICTION, BE SO
NARROWLY DRAWN, WITHOUT INVALIDATING THE REMAINING PROVISIONS OF THIS AGREEMENT
OR AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION.
WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, IF AT
THE TIME OF ENFORCEMENT OF SECTION 5, 6 OR 7 OF THIS AGREEMENT, A COURT HOLDS
THAT THE RESTRICTIONS STATED THEREIN ARE UNREASONABLE UNDER CIRCUMSTANCES THEN
EXISTING, THE PARTIES HERETO AGREE THAT THE MAXIMUM PERIOD, SCOPE OR
GEOGRAPHICAL AREA REASONABLE UNDER SUCH CIRCUMSTANCES SHALL BE SUBSTITUTED FOR
THE STATED PERIOD, SCOPE OR AREA AND THAT THE FAILURE OF ALL OR ANY OF SUCH
PROVISIONS TO BE ENFORCEABLE SHALL NOT IMPAIR OR AFFECT THE OBLIGATIONS