Each of P. A. and Service Company acknowledges that it will have access to information of proprietary nature owned by the other including (i) information on the systems, policies and procedures developed by the Service Company in connection with the providing of management services for dental centers and dental practices and (ii) patient information. P.A. acknowledges that the Service Company has a proprietary interest in such information, that such information constitutes trade secrets and that P.A. does not, by reason of this Agreement, acquire any continuing right or interest in such proprietary information or trade secrets. P.A. will hold such proprietary information and trade secrets in confidence and will not disclose them, either during the term of this Agreement or thereafter, to any person or entity other than employees or independent contractors of P.A. or Service Company without the prior written consent of Service Company or as may be required by law. Service Company will preserve the confidentiality of all files and records of P.A. including patient records and comply with all federal, state and local laws, rules and regulations relating to the confidentiality of the P.A.'s files and records (including patient records). Service Company will use the information in such records only for the limited purposes necessary to perform the services of Service Company set forth herein (including billing and collections) and shall not use patient names, addresses or any other patient information for marketing or any other purpose except as expressly permitted by this Agreement without the prior written consent of P.A. Each of P.A. and Service Company acknowledges that it does not have an adequate remedy at law for a breach of this Section 11, will suffer irreparable harm in the event of such breach and that, therefore, the other party shall be entitled to injunctive and other equitable relief for the enforcement of this Section 11. The provisions of this Section 11 shall survive termination of this Agreement.
Each of P. Xxxxxxxxxx and Machairiotissa Holdings hereby represents and warrants that as of the date of this Agreement, Machairiotissa Holdings (a) owns at least 80% of the capital stock of each of the Managers and (b) holds at least 80% of the voting power of the outstanding capital stock of each of the Managers considered, in each case, for this purpose as a single class.
Each of P. Com and CRC shall promptly apply -------------- for or otherwise seek, and use its reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Merger, and CRC shall use its reasonable efforts to obtain all necessary consents, waivers and approvals under any of CRC's agreements, contracts, licenses or leases in connection with the Merger, except such consents and approvals as P-Com and CRC agree CRC shall not seek to obtain.
