Buyer and Sellers acknowledge that all information furnished to or obtained by Buyer or Buyer Representatives pursuant to this Section 6.2 shall be subject to the provisions of the Confidentiality Agreement and shall be treated as "Proprietary Information" (as defined in Section 1.1).
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 will cause Buyer UK, and Ferro Belgium to make a joint election under Section 198 of the Capital Allowances Act 2001 of the United Kingdom in accordance with the provisions of Schedule 7.04(d), determining that the disposal value of the fixtures (within the meaning of Chapter 14 of Part 2 of the Capital Allowances Act 2001) within the UK Sold Assets required to be brought to account by the Sellers and failing to be treated as expenditure incurred by the Buyer on the acquisition of the fixtures is £3.
Buyer and Sellers. Representative do hereby acknowledge that Escrow Agent is a disinterested stakeholder and has no personal interest in this transaction. As a part of the consideration for Escrow Agent’s agreeing to act as Escrow Agent hereunder, Buyer and Sellers’ Representative do hereby agree that Escrow Agent shall not be required to bring, to defend or to otherwise enter into any litigation or legal proceedings of any type arising out of or which may in any way be connected with or affected by this Agreement or the performance of it. However, Escrow Agent may, in its sole discretion, bring, defend or otherwise participate in any such litigation or legal proceedings, and in such event, all of its costs, expenses, liabilities and reasonable attorneys’ fees shall be borne by and properly paid one-half by Buyer and one-half by Sellers’ Representative (out of the Escrow Funds), upon demand. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the cause of any loss to the Purchaser or Seller. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
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. 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 escrow agent shall thereupon be bound by all of the provisions hereof, and the Escrow Agent shall have no further obligations hereunder.
Buyer and Sellers acknowledge and agree that Escrow Funds shall be released to [Buyer / Seller] pursuant to Section [2(a) or (b)] of the Escrow Agreement; and
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 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.
Buyer and Sellers acknowledge and agree that the foregoing indemnification provisions in SECTIONS 9 AND 10 hereof shall be the sole and exclusive remedies for breaches or defaults of any representation, warranty, covenant or agreement contained herein or in any other document or instrument delivered in connection herewith, except in the case of fraud.
