Seller and Xx. Xxxxxx shall cooperate with and assist Buyer and its authorized representatives in order to provide, to the extent reasonably requested by Buyer, an efficient transfer of control of the Purchased Assets and the Leased Real Estate and to avoid any undue interruption in the activities and operations of the Business and the Leased Real Estate following the Closing Date. Seller shall not cause any utilities to be disconnected until the Buyer shall have established an account for such utility in Buyer's own name. Seller shall assist in transferring to Buyer the telephone numbers for the Cinema location. Buyer shall be liable to Seller for the utility payments for any utility maintained by the Seller after the Closing Date. Seller shall cooperate with Buyer's lender, Provident Bank, in connection with the consummation by Buyer of the transactions provided hereunder, as reasonably requested by such lender. Such cooperation shall include the execution and delivery of a subordination agreement in favor of Provident Bank and its assigns with respect to the Subordinated Note and shall permit Provident Bank to rely on the legal opinion be delivered by Seller's counsel hereunder. Prior to Closing, Seller shall remove all of its movie trailers from films at the Cinema.
Seller and Xx. Xxxx acknowledge and agree that the restrictive covenants and other agreements contained in this Section 6.9 are an essential part of this Agreement and the transactions contemplated hereby, constitute a material inducement to Buyer’s entering into and performing its obligations under this Agreement and the other Transaction Documents, are an essential part of Buyer’s willingness to pay the Purchase Price and are necessary for Buyer to realize the value of the Shares and the business of the Company. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time that is not permitted by Law, or is in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would then be valid or enforceable under Law, such provision shall be construed and interpreted or reformed to provide for a restriction or covenant having the maximum enforceable geographic area, time period and other provisions as shall be valid and enforceable under Law. Each of Seller and Xx. Xxxx acknowledges that the rights of Buyer under this Section 6.9 are unique and recognizes and affirms that in the event of a breach of this Agreement by Seller, Xx. Xxxx or their Affiliates or Associates, money damages may be inadequate and the non-breaching party may have no adequate remedy at Law. Accordingly, notwithstanding anything in this Agreement to the contrary, Seller and Xx. Xxxx agree that Buyer shall have the right, in addition to any other rights and remedies existing in its favor at Law or in equity, to enforce its rights and Seller’s and Xx. Xxxx’x obligations hereunder not only by an action or actions for damages but also by an action or actions for specific performance, injunctive and/or other equitable relief (without posting of bond or other security).
Seller and Xx. Xxxxxxx shall jointly and severally (Gesamtschuldnerisch) be liable to defend, indemnify and hold harmless Purchaser and its Affiliates from and against any Damages arising out of or resulting from: (i) any inaccuracy in or breach of any representation or warranty made by Seller in this Agreement or in any writing delivered pursuant to this Agreement or at the Closing; or (ii) the failure of Seller and/or Xx. Xxxxxxx to perform or observe fully any covenant, agreement or provision to be performed or observed by Seller or Xx. Xxxxxxx, pursuant to this Agreement or the Transitional Supply Agreement. In the event of any breach or non-performance of any representations and warranties or covenants by Seller and/or Xx. Xxxxxxx, Seller and Xx. Xxxxxxx shall be jointly and severally liable for putting Purchaser and its Affiliates into the same position that they would have been in had the respective representation and warranty or covenant not been breached or been performed (Naturalrestitution), or, at the election of Purchaser, to pay damages for non-performance (Schadenersatz wegen Nichterfullung); provided, however, that, excepting the obligations of Xx. Xxxxxxx pursuant to Sections 7.3, 7.6 and 7.8 hereof, in the event that Seller and Xx. Xxxxxxx are liable to pay damages under this Agreement, the liability of Xx. Xxxxxxx for Damages shall be limited to 60 % of each Damage.
Seller and Xx. Xxxxxxx shall not be liable for claims made under this Article VIII until the aggregate amount of the Damages incurred by Purchaser shall exceed $50,000, in which event the indemnification obligations of Seller and Xx. Xxxxxxx shall apply to the amount of all claims made under this Article VIII; provided, however, that Seller and Xx. Xxxxxxx shall not be liable in the aggregate pursuant to this Article VIII for an amount in excess of EUR 5,961,538.46, plus the amount, if any, of the Contingent Consideration paid to Seller.
Seller and Xx. Xxxxxxxxxx have all requisite power and authority to execute and deliver this Agreement and to perform their obligations hereunder.
Seller and Xx. Xxxxxxxxxx shall take all action necessary to have the website(s) and/or Internet domain names used in the business conducted by the Company assigned to Company on or before the Closing Date with the appropriate internet service providers such that the Company obtains administrative and technical control or ownership of such website(s) and/or domains.
Seller and Xx. Xxxxxxxxxx shall (i) be responsible for (and shall indemnify and hold harmless Buyer against) any and all Liabilities for any sales, use, stamp, documentary, filing, recording, transfer, real estate transfer, stock transfer, gross receipts, registration, duty, securities transactions or similar fees or taxes or governmental charges (together with any interest or penalty, addition to tax or additional amount imposed) as levied by any Tax Authority in connection with the transactions contemplated by this Agreement (collectively, “Transfer Taxes”), regardless of the Person liable for such Transfer Taxes under applicable law and (ii) timely file or caused to be filed all necessary documents (including all Tax Returns) with respect to Transfer Taxes.
Seller and Xx. Xxxx Xxxxxxxx hereby consent and agree that it is the parties’intention and agreement that the covenants and restrictions contained herein be enforced as written. Provided however, in the event a court of competent jurisdiction should determine that any restrictions or covenants contained herein are too broad or extensive to permit enforcement thereof to its fullest extent, the Seller hereby consent and agree that it is the parties’ intention and agreement that the scope of any such restriction or covenant should be modified by the Court in any judicial proceeding brought to enforce such restriction or covenant to permit enforcement of the restrictions and covenants contained herein to the maximum extent the court, in its judgment, will permit.
Seller and Xx. Xxxxxxx X. Dunn shall maintain Confidential Information with respect to the GhostStep® Technology and the GhostStep® Documentation with the same care against disclosure that it treats its own proprietary confidential information whether or not ownership is transferred under this agreement.
Seller and Xx. Xxxxxxx shall have delivered to the Company the Stock Restriction Agreement duly executed by each in substantially the form attached hereto as Exhibit D.
