ANY SUCH LAW OR ORDER, SUCH PARTY SHALL USE ITS BEST
EFFORTS TO (1) GIVE THE OTHER PARTY PROMPT NOTICE OF SUCH REQUIREMENT SO AS TO
PERMIT SUCH PARTY TIME IN WHICH TO APPEAL, OPPOSE OR TAKE OTHER PROTECTIVE
ACTION AND (2) OBTAIN A PROTECTIVE ORDER OR TAKE SUCH OTHER ACTIONS AS WILL
PREVENT OR LIMIT, TO THE FULLEST EXTENT POSSIBLE, PUBLIC ACCESS TO, OR
DISCLOSURE OF, SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION.
ARTICLE XV
MISCELLANEOUS
SECTION 15.1
AMENDMENTS.
ANY AMENDMENT TO THIS AGREEMENT SHALL BE
ADOPTED AND BE EFFECTIVE AS AN AMENDMENT HERETO IF APPROVED BY MUTUAL AGREEMENT;
PROVIDED, HOWEVER, THAT NO AMENDMENT SHALL BE MADE, AND ANY SUCH PURPORTED
AMENDMENT SHALL BE VOID AND INEFFECTIVE, TO THE EXTENT THE RESULT THEREOF WOULD
BE TO CAUSE THE COMPANY TO BE TREATED AS ANYTHING OTHER THAN A PARTNERSHIP FOR
PURPOSES OF UNITED STATES INCOME TAXATION.
SECTION 15.2
NOTICES.
ALL NOTICES PROVIDED FOR IN THIS AGREEMENT SHALL
BE IN WRITING, DULY SIGNED BY THE PARTY GIVING SUCH NOTICE, AND SHALL BE
DELIVERED, TELECOPIED OR MAILED BY REGISTERED OR CERTIFIED MAIL, AS FOLLOWS.
(A)
IF GIVEN TO THE COMPANY, IN CARE OF THE MANAGING MEMBER AT THE
COMPANY'S MAILING ADDRESS SET FORTH BELOW:
Chandler Trust No. 1
350 West Colorado Blvd. Suite 230
Pasadena, California
91105
(B)
IF GIVEN TO ANY MEMBER, AT THE ADDRESS SET FORTH ON SCHEDULE A OR,
IF A CURRENT ADDRESS DOES NOT APPEAR ON SCHEDULE A, ON THE BOOKS AND RECORDS OF
THE COMPANY.
All such notices shall be deemed to have been given when received.
26
SECTION 15.3
FAILURE TO PURSUE REMEDIES.
THE FAILURE OF ANY PARTY TO
SEEK REDRESS FOR VIOLATION OF, OR TO INSIST UPON THE STRICT PERFORMANCE OF, ANY
PROVISION OF THIS AGREEMENT SHALL NOT PREVENT A SUBSEQUENT ACT, WHICH WOULD HAVE
ORIGINALLY CONSTITUTED A VIOLATION FROM HAVING THE EFFECT OF AN ORIGINAL
VIOLATION.
SECTION 15.4
CUMULATIVE REMEDIES.
THE RIGHTS AND REMEDIES PROVIDED BY
THIS AGREEMENT ARE CUMULATIVE AND THE USE OF ANY ONE RIGHT OR REMEDY BY ANY
PARTY SHALL NOT PRECLUDE OR WAIVE ITS RIGHT TO USE ANY OR ALL OTHER REMEDIES.
SAID RIGHTS AND REMEDIES ARE GIVEN IN ADDITION TO ANY OTHER RIGHTS THE PARTIES
MAY HAVE BY LAW, STATUTE, ORDINANCE OR OTHERWISE.
SECTION 15.5
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF ALL OF THE PARTIES AND, TO THE EXTENT PERMITTED BY THIS
AGREEMENT, THEIR SUCCESSORS, LEGAL REPRESENTATIVES AND ASSIGNS.
SECTION 15.6
INTERPRETATION.
THROUGHOUT THIS AGREEMENT, NOUNS, PRONOUNS
AND VERBS SHALL BE CONSTRUED AS MASCULINE, FEMININE, NEUTER, SINGULAR OR PLURAL,
WHICHEVER SHALL BE APPLICABLE.
ALL REFERENCES HEREIN TO "ARTICLES," "SECTIONS"
AND "PARAGRAPHS" SHALL REFER TO CORRESPONDING PROVISIONS OF THIS AGREEMENT.
SECTION 15.7
SEVERABILITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY
PARTICULAR PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE OTHER PROVISIONS
HEREOF, AND THIS AGREEMENT SHALL BE CONSTRUED IN ALL RESPECTS AS IF SUCH INVALID
OR UNENFORCEABLE PROVISION WERE OMITTED.
SECTION 15.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS WITH