LynkTel has patents, letters patent and patent applications, service marks, trademark and service xxxx registrations and applications, copyright, copyright registrations and applications, grants of licenses and rights to LynkTel with respect to the foregoing, both domestic and foreign, claimed by LynkTel or used or proposed to be used by LynkTel in the conduct of its business (collectively herein, "LynkTel Registered Rights"). Additionally, LynkTel has trade secrets, know-how, processes, formulas, discovery, development, research, design, technique, customer and supplier lists, contracts, product development plans, product development concepts, author contracts, marketing and purchasing strategies, inventions, and other matters required for, incident to, or related to the conduct of its business (hereafter collectively the "LynkTel Proprietary Information"). LynkTel is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any LynkTel Registered Right or LynkTel Proprietary Information with respect to the use thereof in the conduct of its business or otherwise.
LynkTel will promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments, and governmental charges or levies imposed upon the income, profits, property or business of LynkTel or any subsidiary; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if LynkTel shall have set aside on its books adequate reserves therefor; and provided, further, that LynkTel will pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor. LynkTel will promptly pay or cause to be paid when due, or in conformance with customary trade terms, all other indebtedness incident to the operations of LynkTel;
LynkTel will keep its properties and those of its subsidiaries in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needful and proper repairs, renewals, replacements, additions and improvements thereto; and LynkTel will at all times comply with the provisions of all material leases to which any of them is a party or under which any of them occupies property so as to prevent any loss or forfeiture thereof or thereunder;
LynkTel will keep true records and books of account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with its past practices consistently applied;
LynkTel terminates this Agreement because LynkTel's Board of Directors has authorized LynkTel to enter into a written agreement for a superior proposal unless at the time of termination Baltic is in breach of any of its representations, warranties, covenants or obligations under this Agreement and such breach would otherwise permit LynkTel to terminate this Agreement for failure by Baltic to satisfy a condition of Closing relating to Baltic's representations, warranties or covenants.
LynkTel terminates this Agreement because LynkTel's shareholders have failed to approve and adopt this Agreement and the Merger, unless:
