Each of Seller Sample Clauses

Each of Seller and Buyer agrees that all non-public, confidential information so received from the other party is deemed received pursuant to the confidentiality agreements dated as of April 22, 2002 and April 24, 2002 between an Affiliate of Seller and Affiliate of Buyer (the "CONFIDENTIALITY AGREEMENTS"), and each party will, and will cause its representatives (as defined in the Confidentiality Agreements) to, comply with the provisions of the Confidentiality Agreements with respect to such information, and the provisions of the Confidentiality Agreements are hereby incorporated by reference with the same effect as if fully set forth herein.

Each of Seller. Buyer and its Subsidiaries, the Companies and the Company Subsidiaries shall retain or cause to be retained all Tax Returns, schedules, workpapers, and all material books and records or other documents relating thereto, until the expiration of the applicable statute of limitations (including any waivers or extensions thereof) for the taxable years to which such Tax Returns and other documents relate or as otherwise required by any record retention agreement with any taxing authority that relates to any Company or any Company Subsidiary. Prior to transferring, discarding or destroying any such Tax Returns, records or other documents relating to any Pre-Closing Tax Period, Seller or Buyer as the case may be shall notify the other and, if the other so requests, provide the other with the opportunity to take possession of such Tax Returns, records or documents solely at the other's expense.

Each of Seller and Buyer shall cause the Company to approve all Major Decisions (as defined in the Shareholders’ Agreement) necessary for the acts or events described in Section 7.2.1.

Each of Seller. CRLI and Buyer may take such --------------- action as it deems reasonably appropriate to separate or redact information unrelated to the Business from documents and other materials requested and made available pursuant to this Section and to condition access to materials that it deems confidential to the execution and delivery of any agreement by the other party not to disclose or misuse such information.

Each of Seller and Buyer (a) will use commercially reasonable efforts to take all action necessary to render true and correct as of the Closing its respective representations and warranties contained in this Agreement, (b) will refrain from taking any action that would render any such representation or warranty untrue or incorrect as of such time and (c) will perform or cause to be satisfied each agreement or covenant to be performed or satisfied by it.

Each of Seller and Buyer acknowledges that if Seller shall fail to provide such other instruments of sale, transfer, conveyance and assignment as reasonably requested by Buyer, Buyer may move the bankruptcy court for an order directing the provision of such items on an emergency basis with no less than three (3) days' notice by telecopy or other electronic facsimile transmission to Seller. Seller agrees not to oppose such a motion or the scheduling of a hearing relating to such a motion on the basis of shortened notice or method of notice. Seller and Buyer further agree that the bankruptcy court shall retain jurisdiction to adjudicate Buyer's motion.

Each of Seller and Buyer acknowledge and agree that -------------- they have been represented by or had the opportunity for representation of counsel in connection with the matters contemplated hereby and further that this Agreement shall not be construed either for or against either party by reason of its preparation.

Each of Seller and Buyer hereby acknowledges and agrees that the existence of this Agreement, and the terms and conditions set forth herein, are to be kept strictly confidential unless and until the Closing Date occurs. Accordingly, except as may be required by law or court order, neither Seller nor Buyer shall, without the prior written consent of the other, release, publish or otherwise distribute (and shall not authorize or permit any other person or entity to release, publish or otherwise distribute) any information concerning this Agreement or the transaction contemplated herein to any person or entity other than such party's prospective lenders and such party's legal and financial advisors or other consultants engaged in connection with this transaction, each of whom shall agree to hold such information strictly confidential as if such persons were bound by the provisions of this Section 7.

Each of Seller. CenterPoint and the Members shall (and the Seller and CenterPoint, as applicable, shall cause the Company to) comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and shall treat the transaction as subject to the provisions of Section 351 of the Code.

Each of Seller. Buyer and Lessee further agrees, upon the written request of Boeing, promptly to execute and deliver such further assurances and documents and take such further action as Boeing reasonably requests in order to obtain the full benefits of such party's agreements herein.