ALONE FOR BREACH OF THIS AGREEMENT MAY BE INADEQUATE.
THE PARTIES FURTHER
ACKNOWLEDGE THAT ANY PARTY BY WHOM THIS AGREEMENT IS ENFORCEABLE SHALL BE
ENTITLED TO INSTITUTE AND PROSECUTE PROCEEDINGS, EITHER AT LAW OR IN EQUITY, TO
SEEK SPECIFIC PERFORMANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO
OBTAIN INJUNCTIVE RELIEF, OR TO OBTAIN ANY OTHER APPROPRIATE RELIEF OR REMEDY.
ANY REQUIREMENTS FOR SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH
REMEDIES ARE HEREBY WAIVED.
10.14
NOTICE.
ANY NOTICE OR OTHER COMMUNICATION REQUIRED OR
PERMITTED BY THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN RECEIVED (A) UPON
PERSONAL DELIVERY OR ACTUAL RECEIPT THEREOF OR (B) TWO BUSINESS DAYS AFTER SUCH
NOTICE SHALL BE FAXED TO THE PARTY AT THE FAX NUMBER STATED BELOW (OR SUCH OTHER
NUMBER AS THE PARTY SHALL PROVIDE IN WRITING) OR DEPOSITED IN THE UNITED STATES
MAIL, POSTAGE PREPAID AND CERTIFIED (RETURN RECEIPT REQUESTED) AND ADDRESSED TO
THE PARTY AT THE ADDRESS SET FORTH BELOW (OR SUCH OTHER ADDRESS AS THE PARTY
SHALL PROVIDE IN WRITING):
If to the Company, at the following addresses:
Jamon A. Jarvis
General Counsel, Chief Compliance Officer
NATURE'S SUNSHINE PRODUCTS, INC.
75 East 1700 South
Provo, Utah
84606
Fax:
801.342.4555
Nolan S. Taylor
DORSEY & WHITNEY LLP
136 South Main Street, Suite 1000
Salt Lake City, Utah
84101
Fax:
801.933.7373
If to the Shareholder, at the following addresses:
Steven D. Durbin
RED MOUNTAIN CAPITAL PARTNERS II, L.P.
10100 Santa Monica Blvd., Suite 925
Los Angeles, CA 90067
Fax:
310.432.0201
7
David C. Lee
MUNGER, TOLLES & OLSON LLP
355 South Grand Avenue, 35th Floor
Los Angeles, CA 90071
Fax:
213.593.2885
If to the Hughes Parties, at the following addresses:
Pauline Hughes Francis
P.O. Box 1007
Salem, UT 84653
Fax:
801.423.3130
Eugene L. Hughes
P.O. Box 51755
Provo, UT 84605
Kristine F. Hughes
P.O. Box 51755
Provo, UT 84605
10.15
MUTUAL PARTICIPATION IN DOCUMENT PREPARATION.
EACH
PARTY HAS PARTICIPATED MATERIALLY IN THE NEGOTIATION AND PREPARATION OF THIS
AGREEMENT AND ANY RELATED ITEMS; IN THE EVENT OF A DISPUTE CONCERNING THE
INTERPRETATION OF ANY PROVISION OF THIS AGREEMENT OR ANY RELATED ITEM, THE
RULE OF CONSTRUCTION TO THE EFFECT THAT CERTAIN AMBIGUITIES ARE TO BE CONSTRUED
AGAINST THE PARTY DRAFTING A DOCUMENT WILL NOT APPLY.
10.16
COUNSEL REVIEW. THE PARTIES SEVERALLY ACKNOWLEDGE THAT
PRIOR TO EXECUTING THIS AGREEMENT, THEY HAVE EITHER REVIEWED THIS AGREEMENT WITH
THEIR LEGAL COUNSEL, OR HAVE HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT WITH
LEGAL COUNSEL OF THEIR CHOICE AND HAVE ELECTED TO FOREGO COUNSEL REVIEW.
10.17
NO THIRD-PARTY BENEFICIARY INTERESTS.
NOTHING
CONTAINED IN THIS AGREEMENT IS INTENDED TO BENEFIT ANY PERSON OR ENTITY OTHER
THAN THE PARTIES TO THIS AGREEMENT AND THE PERSONS OR ENTITIES WHO ARE REFERRED
TO HEREIN; AND NO REPRESENTATION OR WARRANTY IS INTENDED FOR THE BENEFIT OF, OR
TO BE RELIED UPON BY, ANY PERSON OR ENTITY WHICH IS NOT A PARTY TO THIS
AGREEMENT.
10.18
WARRANTY OF AUTHORIZATION.
EACH INDIVIDUAL EXECUTING
THIS AGREEMENT IN A REPRESENTATIVE CAPACITY WARRANTS THAT