Each of Buyer and Seller agree to keep confidential any of the documents, materials and information delivered or disclosed to it by the other party or otherwise generated in connection with the Property or the transaction contemplated herein, including without limitation, the Purchase Price. Prior to Closing, neither party shall issue any press release or other information to the public regarding the transaction contemplated herein, except as may be expressly approved in advance by the other party. Notwithstanding the foregoing, both Buyer and Seller shall be permitted to make such disclosures as are necessary or appropriate to effectuate the transaction, including disclosures and deliveries to the parties' attorneys, accountants, consultants, partners, clients, investors, lenders or other similar parties involved in the transaction, as well as to the extent required by applicable law, including the securities laws and laws relating to financial reporting.
Each of Buyer. Seller and Shareholder and each of their ----------- affiliates, successors and assigns shall cooperate with each other in the defense of any suit, action, investigation, proceeding or claim by a third party and, during normal business hours, shall afford each other access to their books and records and employees relating to such suit, action, investigation, proceeding or claim and shall furnish each other all such further information that they have the right and power to furnish as may reasonably be necessary to defend such suit, action, investigation, proceeding or claim, including, without limitation, reports, studies, correspondence and other documentation relating to Environmental Protection Agency, Occupational Safety and Health Administration, and Equal Employment Opportunity Commission matters.
Each of Buyer and Seller shall (a) keep the contents of this Agreement confidential (including the fact that a transaction occurred and the identities of the parties hereto) and (b) not disclose such information to any other person or entity, including by way of press release, public announcement or description of the transaction in any marketing documents, except that Buyer or Seller may disclose any provision of this Agreement (and the fact that a transaction occurred and the identities of the parties thereto) (i) as may be required by applicable law, regulation, regulatory authority or legal process, (ii) to its financial, tax and legal advisors and (iii) to its affiliates, partners, former partners, managers, members or managing members. (Signature pages follow.)
Each of Buyer and Seller hereby acknowledges and agrees that (a) as between the Parties, (i) Seller has exclusive right, title and interest in and to the Seller Corporate Names and to any registration or registration application therefor and (ii) Buyer has exclusive right, title and interest in and to the Buyer Corporate Names and to any registration or registration application therefor, in each case ((i) and (ii)) together with all goodwill associated therewith, on a worldwide basis, (b) nothing herein shall be construed to accord it any rights in the Buyer Corporate Names or Seller Corporate Names, as applicable, except for the limited license right expressly conferred by this Agreement, (c) no ownership rights are vested or created in the Buyer Corporate Names or Seller Corporate Names, as applicable, anywhere in the world by the licenses and other rights granted in Section 10.1, (d) all use of the Seller Corporate Names by Buyer, its Affiliates, licensees, Sublicensees, and distributors and all goodwill generated in connection therewith, shall inure solely for and to the benefit of Seller and its Affiliates, and (e) all use of the Buyer Corporate Names by Seller, its Affiliates, licensees, Sublicensees, and distributors and all goodwill generated in connection therewith, shall inure solely for and to the benefit of Buyer and its Affiliates.
Each of Buyer and Seller agrees with the other that it has no present intention to make any public announcement of the purchase and sale transaction contemplated hereby or of any of the terms thereof, and shall obtain the written consent of the other party prior to making any announcement or divulging any information.
Each of Buyer and Seller represents and warrants to the other that no broker or real estate sales person other than Cushxxx & Xakexxxxx, Xxc. ("Agent") has shown the Buyer the Property and each party will indemnify and hold harmless the other against any liability which such other party is legally obligated to discharge to any broker other than Agent which is imposed on said party wholly or partly because of the other's relations or contact with such broker or its representative or other person, together with all reasonable legal expenses and costs of that party necessitated in connection therewith. Seller agrees to pay to Agent at completion of Closing any commission due for services rendered, and shall indemnify and hold harmless the Buyer of, from and against any liability imposed on Buyer by reason of Seller's failure so to do.
Each of Buyer. Seller and Seller Subsidiary irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby in (i) any Federal court for the Southern District of New York or (ii) any New York state court located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
Each of Buyer and Buyer Sub shall, and shall cause --------------- its affiliates, directors, officers, employees and agents to, take all reasonable and appropriate steps to keep confidential all information obtained or furnished to any of them with respect to Seller and its business, operations, customer lists and financial condition; provided, however, that any such information may be disclosed by Buyer or Buyer Sub to the extent required by law, as determined in a written opinion of counsel to Buyer or Buyer Sub (which counsel may be an employee of Buyer or Buyer Sub). In the event such disclosure is required, Buyer or Buyer Sub shall provide Seller written notice of the information to be disclosed, together with a copy of the written opinion referred to in the immediately preceding sentence, as far in advance of such disclosure as is practicable. At Seller's request, Buyer or Buyer Sub, as applicable, will use its best efforts to obtain assurances that confidential treatment will be afforded to such information and will disclose only such information as is necessary to comply with its legal obligations as advised in such written opinion. Each of Buyer and Buyer Sub acknowledges that Seller will suffer irreparable harm as a result of a breach of this Section and that, therefore, Seller will be entitled to injunctive and other appropriate equitable relief in addition to damages as a result of a breach or imminent breach of this Section. Buyer's and Buyer Sub's obligations under this Section 7.3 shall survive both the termination of this Agreement and the Closing.
Each of Buyer any Buyer Company, or any Subsidiary of Buyer as agent for or for resale to a Buyer Company shall have the right to purchase, and Seller shall be obligated to sell, as ordered by Buyer, any Buyer Subsidiary or a Buyer Company during the term of this Agreement, Equipment, Software and Services and the terms and conditions of this Agreement shall apply to such orders. Any Buyer Company which submits an order for Equipment, Software or Services under this Agreement, either directly to Seller or from Buyer or a subsidiary of Buyer shall be considered the "Buyer" for all purposes of this Agreement as if such Buyer Company had entered into a separate contract with Seller solely with respect to the items ordered. All rights, claims or defenses Seller has or may acquire hereunder shall be asserted solely against the Buyer Company which has received or is to ultimately receive the Equipment, Software or Services pursuant to such an order and such Buyer Company shall have and may enforce against Seller all of the rights, benefits and obligations contained herein. In addition, Buyer or any Subsidiary of Buyer ordering Equipment, Software and Services shall have the right, in its sole discretion, to enforce or assert on behalf of itself or any Buyer Company any right, claim or defense available to it or any such Buyer Company hereunder. Seller, however, reserves the right to reject any order from a Buyer Company as described as any entity that enters into an Agreement with Buyer to provide fixed point Microwave Services and which is permitted by Buyer to submit orders at the prices stated herein, Appendix A, directly to Seller for Equipment. Seller's rejection, which shall be reasonably based, shall be dependent upon the parties' failure to reach a mutually acceptable agreement. Such an agreement shall be no more restrictive than Seller's then current standard terms and conditions.
Each of Buyer and Seller acknowledge that it and its counsel have participated substantially in the drafting of this Second Amendment and agree that, accordingly, in interpretation and construction of this Second Amendment, no ambiguity, real or apparent, in any provision hereof shall be construed against Buyer or Seller by reason of the role of such party or its counsel in the drafting of such provision.
