Purchaser and Sellers shall permit the other and the other's accounting representatives, during normal business hours, at the other's expense, to have full and complete access to, and to examine, all work papers of or relating to the business for the periods prior to the Closing which are in its possession, and which work papers and schedules were necessary to prepare and/or review the Closing Date Schedule of Net Assets Purchased.
Purchaser and Sellers by written notice to the other may (a) extend the time for performance of any of the obligations of the other under this Agreement, (b) waive any inaccuracies in the representations or warranties of the other contained in this Agreement or in any document delivered in connection herewith, (c) waive compliance with any of the conditions or covenants of the other contained in this Agreement, or (d) waive or modify performance of any of the obligations of the other under this Agreement; provided, however, that no such party may, without the prior written consent of the other party, make or grant such extension of time, waiver of inaccuracies or compliance or waiver or modification of performance with respect to its (or any of its affiliates') representations, warranties, conditions or covenants hereunder. Except as provided in the immediately preceding sentence, no action taken pursuant to this Agreement will be deemed to constitute a waiver of compliance with any representations, warranties, conditions or covenants contained in this Agreement and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature.
Purchaser and Sellers acknowledge and agree that, as between the parties, such recapture and retrocession to SRUS or Scottish Re Life or another Purchaser Affiliate shall be effectuated in a manner designed to insure that there will be no net negative economic effect on either Seller or any of their Affiliates.
Purchaser and Sellers recognize and acknowledge that --------------- they will have access to certain confidential information consisting of business, financial and other operating information related to the Assets or the Hotel, and that after the consummation of the transaction contemplated hereby such information will be valuable, special and unique property of Purchaser. Purchaser, Sellers and Partners agree that they will not disclose, and they will use best efforts to prevent disclosure by any other person of, any such confidential information to any person for any purpose or reason whatsoever, except (i) to authorized representatives of Sellers, Partners and Purchaser, (ii) to accountants and attorneys who are providing services to the Sellers, Partners and Purchaser and who have a legitimate business reason to know such information and who have been advised of the confidential nature of such information, (iii) as required by law and (iv) historical financial information required to be disclosed in Sellers' financial statements. Purchaser, Sellers and Partners recognize and agree that violation of any of the agreements contained in this Section 8.19 will cause irreparable damage or injury to the non-breaching party, the exact amount of which may be impossible to ascertain, and that, for such reason, among others, the non-breaching party shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such agreements. Such rights to any injunction shall be in addition to, and not in limitation of, any other rights and remedies the non-breaching party may have against the non-breaching party for a breach of the covenant set forth herein.
Purchaser and Sellers by written notice to the other, may (a) extend the time for performance of any of the obligations or other actions of the other under this
Purchaser and Sellers agree that from and after the date that the Auction is declared closed by Sellers, Sellers will not, directly or indirectly, and will not permit any of their respective Affiliates or Representatives (or Representatives of any of their respective Affiliates) to initiate contact with, or solicit or knowingly encourage submission of any inquiries, proposals or offers by, any Person with respect to an Alternative Transaction or otherwise facilitate any effort or attempt to make a proposal or offer to Sellers or any of their respective Affiliates or Representatives (or Representatives of any of their respective Affiliates) with respect to an Alternative Transaction. For the avoidance of doubt, Sellers will not, and will not permit any of their respective Affiliates or Representatives (or Representatives of any of their respective Affiliates) to, pursue or agree to any Alternative Transaction other than as expressly permitted by and in accordance with the Bidding Procedures Order; provided, that Sellers shall have the responsibility and obligation to respond to any inquiries or offers to purchase all or any part of the Acquired Assets and perform any and all other acts related thereto that are required under the Bankruptcy Code, fiduciary obligations, or other applicable law, including, supplying information relating to the Acquired Assets to prospective purchasers, notwithstanding any provisions of Section 7.6 hereof to the contrary.
Purchaser and Sellers. EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO THE JURISDICTION OF THE AAA IN THE CITY OF LOS ANGELES, STATE OF CALIFORNIA, AS TO ANY OF THE PARTIES' DISPUTES HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT, AND PURCHASER AND SELLERS HEREBY IRREVOCABLY WAIVE ANY PRESENT OR FUTURE OBJECTION WHICH THEY MAY HAVE BASED ON LACK OF PERSONAL JURISDICTION, SUBJECT MATTER JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS COULD BE GRANTED BY THE SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. PURCHASER AND SELLERS HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL DOCUMENTS RESPECTING SUCH ARBITRATION, AND AGREE THAT SERVICE OF ALL SUCH DOCUMENTS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE PURCHASER OR THE SELLERS AT THE ADDRESS SET FORTH IN SECTION 9.1.
Purchaser and Sellers acknowledge and agree that notwithstanding the fact that title to the above-described Assets will be conveyed and transferred to Purchaser at Closing in accordance with the terms of this Agreement, the Tenant shall have the right on and after the Closing Date to all requisite possession and/or licensed use, as applicable, of the Assets in connection with the operation of the Sites by the Tenant pursuant to the terms of the Operating Leases.
Purchaser and Sellers agree to furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for and proof of facts during any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters and for the answer to any governmental or regulatory inquire relating to Tax matters.
Purchaser and Sellers for the benefit of each other, hereby agree that between the date hereof and the Closing Date, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other party hereto. It is understood that the foregoing shall not preclude either party from discussing the substance or any relevant details of the transactions contemplated in this Agreement, subject to the terms of Section 24.1, with any of its attorneys, accountants, professional consultants or potential lenders, as the case may be, or prevent either party hereto from complying with Laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements.
