Sections 12. 2(a) and (b) do not apply to that part of the Confidential Information of a Disclosing Party that a Receiving Party demonstrates (a) was, is or becomes generally available to the public other than as a result of a breach of this Article 12 or the Confidentiality Agreement by the Receiving Party or its representatives; (b) was or is developed by the Receiving Party independently of and without reference to any Confidential Information of the Disclosing Party; or (c) was, is or becomes available to the Receiving Party on a nonconfidential basis from a Third Party not bound by a confidentiality agreement or any legal, fiduciary or other obligation restricting disclosure. Seller shall not disclose any Confidential Information of Seller relating to any of the Assets or the Assumed Liabilities in reliance on the exceptions in clauses (b) or (c) above.
Sections 12. 06(a) (Counterparts) and 12.06(b) (Integration) of the Credit Agreement are hereby incorporated into this Amendment, mutatis mutandis, as a part hereof for all purposes.
Sections 12. 5 and 12.6 of the Agreement shall respectively govern the rights of the Parties in the event of insolvency or bankruptcy of a Party, provided, however, that in the event AIRVANA becomes insolvent or is declared bankrupt and this Appendix D and/or the applicable Statement of Work is rejected by a trustee in bankruptcy, then if NORTEL NETWORKS elects to continue exercising any of the rights granted herein, such trustee shall:
a. provide to NORTEL NETWORKS all Deliverables and related materials and Documentation AIRVANA is obligated to provide under this Appendix D, and;
b. continue to recognize the licenses granted to NORTEL NETWORKS under this Appendix D. Unless and until the trustee rejects this Appendix D or the applicable Statement of Work, the trustee shall act in accordance with the terms and conditions of this Appendix D or the applicable Statement of Work.
Sections 12. 1.1 and 12.1.2 shall apply within one hundred (100) miles of the primary site location of any company-owned or franchised business operated under the TPR Method. Sections 12.1.1 and 12.
Sections 12. 5 and 12.6 of the Shareholders Agreement shall be applied mutatis mutandis to the payment of the liquidation amount and the redemption price, provided that the U.S. dollars equivalent of the relevant refunding of the Deposit shall be deemed to be the principal amount of the promissory note as provided in Section 2.4(a) (and also the relevant Warrant Exercise Price). Upon the deduction of the principal amount from the relevant redemption price or the liquidation amount, the promissory note shall be deemed as fully paid by the Warrant Holder.
Sections 12. 2(a) and (b) of the Agreement are amended to read as follows:
(a) any third party claim which arises out of or relates to any inaccuracy or misrepresentation in or breach of any representation or warranty of Whitxxxxx xx the Agreement, as amended;
(b) the breach or failure by Whitxxxxx xx perform after the Effective Date any of its covenants or agreements under the Agreement, as amended, or any of the Related Documents;"
Sections 12. 01 and 12.02, which shall survive to the full extent of the statute of limitations period applicable to any third-Person claim;
Sections 12. 2.5 and 12.2.6 of the Agreement are hereby deleted and replaced with “This Section Intentionally Omitted”
Sections 12. 1 and 12.2 above shall not apply to information of the disclosing party that (i) is or becomes generally available to the public other than through a wrongful act of the receiving party; (ii) is or becomes available to the receiving party on a non-confidential basis from a source that is entitled to disclose it to the receiving party; or (iii) is independently developed by the receiving party, its employees or third party contractors without access to or use of the disclosing party’s confidential information.
Sections 12. 4.1-12.4.2 above shall apply with relation to BSC in the event that such occurrence has an actual effect on the repayment of the Loan under the terms of this Agreement.
