Buyer and Sellers acknowledge that all information furnished to or obtained by Buyer or its Representatives pursuant to this Section 5.2 shall be subject to the Confidentiality Agreement.
Buyer and Sellers shall provide the other Parties with such assistance as may reasonably be requested by the other Party in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party with any records or information which may be relevant to such return, audit or examination, proceedings or determination. Any information obtained pursuant to this Section 6.8(c) or pursuant to any other Section hereof providing for the sharing of information or review of any Tax Return or other schedule relating to Taxes shall be kept confidential by the Parties hereto.
Buyer and Sellers. Buyer shall have full control and decision authority with respect to the award of the bid, construction contract terms and the execution of the Carlsbad Project. If the amount of the low bid secured through the approved bidding process is less than the Estimated Cost, Buyer shall refund to Sellers the amount of the difference within 30 days following the execution of the contracts; if the amount of the low bid is in excess of the Estimated Cost, Sellers shall pay the amount of the difference to Buyer within 30 days following execution of the contracts. 9. Buyer and Sellers agree that the amounts of any credits afforded Sellers on the Closing Date on account of amounts paid by Sellers on construction and related contracts on tenant improvement or other capital projects the costs of which are borne by Buyer pursuant to the Agreement shall be subject to the reconciliation provisions of the Agreement,. 10. Buyer and AEW/LBA II acknowledge that the parties shall cooperate following the Closing Date to transfer to Buyer any rights and obligations of AEW/LBA as the declarant or manager under property owner associations affecting the Properties, including those affecting Airport Commerce Center and 1501 Hughes Freeway Buxxxxxx Xxxx. To that end, AEW/LBA shall transfer to Buyer any and all association books, records, accounts or funds held by AEW/LBA -- all in accordance with any procedures prescribed under the associations' governing documents. 11. Notwithstanding Buyer's failure to proceed with the purchase of the BTS Properties and the proviso at the close of Section 2.3 of the Agreement, Buyer shall be entitled to the full amount of the credits set forth in subsection 2.3(e) of the Agreement. 12. Buyer and CAL VI acknowledge that CAL VI has disclosed to Buyer, without representation or warranty, the expression of tenant concerns as to air quality within the Camarillo Business Park building and reports prepared by third party consultants with respect to such matters. Consistent with the Agreement, Buyer has assumed fully the risk of such adverse conditions. Notwithstanding the foregoing and without implying any representation, warranty, indemnity or other undertaking not expressly set forth in the Agreement, CAL VI agrees that the release set forth in Section 2.5(d) of the Agreement shall not operate to waive rights, if any, Buyer may possess with respect to claims relating to injuries arising out of adverse air quality conditions during CAL VI's ownership of Ca...
Buyer and Sellers. Representative together may terminate the appointment of the Escrow Agent hereunder upon notice specifying the date upon which such termination shall take effect. In the event of such termination, Buyer and Seller shall jointly appoint and designate in such termination notice a successor escrow agent and the Escrow Agent shall turn over to such successor escrow agent the Account and any other amounts held by it pursuant to this Agreement. Upon receipt of the Account and other amounts, the successor
Buyer and Sellers agree to keep the terms and --------------- conditions of this Agreement, and all proprietary and confidential information exchanged between Buyer and Sellers in connection with this Agreement, confidential and to not disclose the existence of this Agreement without the prior written consent of each of the Parties. The foregoing restrictions shall not apply to disclosures and information to Banque Paribas or which (i) are required to comply with applicable statutes and regulations; (ii) are required to enforce this Agreement; (iii) are required to obtain financing related to the transactions contemplated hereby; (iv) enter the public domain through a third party who does not thereby breach an obligation of confidentiality; or (v) are made in association with press releases issued in accordance with Section 26.
Buyer and Sellers acknowledge and agree that, from time to time, each may disclose to the other certain confidential or proprietary business information in the course of performing the transactions contemplated by this Agreement including inter alia all technical and managerial information, know-how and expertise, which under normal international trade practice are considered as trade secrets (hereinafter referred to as the "Confidential Information"). Each Party agrees to treat Confidential Information of the other Party in the same manner as it treats its own proprietary information. Neither Party shall use, disclose, make or have made any copies of the other Party's Page 8 of 12 -------------------------------------------------------------------------------- Private and confidential - not to be reproduced without the joint approval of the parties involved Confidential Information, in whole or in part, except as expressly provided herein. The Parties acknowledge and agree that all business plans are considered Confidential Information. Notwithstanding the foregoing, neither Party shall have any obligations regarding non-use or non-disclosure of any Confidential Information which (i) is already known to the receiving Party at the time of disclosure; (ii) is or becomes part of the public domain without violation of the terms hereof; (iii) is shown by conclusive documentary evidence to have been developed independently by the receiving Party without violation of the terms hereof; (iv) is disclosed by the disclosing Party to a third party without similar restrictions on the third Party's rights or; (v) is received from a third Party without similar restrictions and without violation of this or a similar agreement. Specific Termination
Buyer and Sellers or an affiliate of Sellers having entered into mutually satisfactory charters for the Vessels.
Buyer and Sellers each understand and agree that in the course of negotiating and performing the required due diligence each party may make available to the other information which is confidential or proprietary to the party providing such information. Each party agrees to keep such material confidential and not to disclose such material to any third party, except for the agents, accountants, attorneys, consultants, or employees of such party and as may be required to comply with securities, gaming, or other legal requirements or to assist said party in its analysis of such information. If the purchase and sale of the Shares as contemplated in this Agreement is not consummated for any reason, each party shall return to the other party all copies of documents, information, and other materials provided by the other party to said party.
Buyer and Sellers shall each: (a) cooperate in the preparation of any Tax Returns which the other is responsible for preparing and filing; (b) cooperate fully in preparing for any audits of, or disputes with, taxing authorities regarding any Taxes relating to each Company or with respect to the Membership Interests; (c) make available to the other and to any Governmental Authority, as reasonable requested, all information, records, and documents with respect to Taxes relating to each Company or the Membership Interests; and (d) furnish the other with copies of all correspondence received from any Governmental Authority in connection with any audit or information request with respect to Taxes relating to the Company or the Membership Interests.
Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.
