Sellers and Buyer s Proprietary Information
Sellers and Buyer s Tax Obligation 9
Sellers and Buyer acknowledge and agree that the provisions of this Section 9.3 are an integral part of the transactions contemplated by this Agreement and that but for this provision the parties would not enter into this Agreement.
Sellers and Buyer hereby acknowledge and agree that from and after the Closing each of the present and former directors and officers of the Company and the Subsidiary shall be an express third-party beneficiary of this Section 6.3. The rights of such directors and officers under this Section 6.3 shall be in addition to any rights such directors and officers may have under the Governing Documents of the Company and the Subsidiary or under any applicable Legal Requirement.
Sellers and Buyer and the Escrow Agent agree that the Escrow Agent will hold the Escrowed Fund in its possession, under the provisions of this Escrow Agreement, until authorized hereunder to deliver the Escrowed Fund or any specified portion thereof as follows:
Sellers and Buyer acknowledge and agree that pursuant to the Regulations, the contracts of employment between Sellers and each of its employees will have and be deemed to have had effect after the Closing Date as if originally made between Buyer and the respective employees.
Sellers and Buyer expressly agree and acknowledge that each Party has sought the advice of its own counsel at its own expense for the legality and tax effects of this transaction and is not relying on any representations or of the other party or their agents. Each Party agrees to hold the other harmless for any representations or comments with regards to the legality and tax effects of this transaction.
Sellers and Buyer agree, and Buyer agrees to cause the ----------- Company and the Subsidiary after the Closing to agree, to provide, or cause to be provided, at the cost of the requesting party, any assistance that the other may reasonably request with respect to all matters relating to the income or other Tax liabilities of the Company or Sellers for any taxable year or period ending on or prior to the Closing Date. The requested party shall bear the cost of: (i) providing forms, information, schedules and other assistance which would customarily be prepared or provided in connection with the preparation of the requested party's income tax returns, consistent with past practices; and (ii) providing information and data which would customarily be provided in connection with the audit of the requested party's income tax returns.
Sellers and Buyer acknowledge ------------------- that the Hotel located in Key Largo, Florida, is subject to a right of first refusal in favor of the lessee under a restaurant lease applicable to such Hotel. If such right of first refusal has not been waived in writing by such lessee on a basis reasonably acceptable to Buyer on or prior to the expiration of the Review Period, Sellers and Buyer shall promptly enter into (i) a separate agreement, substantially similar to the Mystic Agreement, pursuant to which Buyer will agree to purchase such Key Largo Hotel for the price allocated to such Hotel in accordance with Section 3.03 and (ii) an amendment of this Contract to reflect the separate agreement described in the preceding clause (i), including the addition of a provision substantially similar to Section 7.03(c) and the last sentence of Section 6.14 with respect to the Key Largo Hotel.
Sellers and Buyer acknowledge that the Assets include all attorney work-product protections, attorney-client privileges and other legal protections and privileges to which Sellers may be entitled in connection with any of the Assets or Assumed Liabilities. Sellers are not waiving, and will not be deemed to have waived or diminished, any of its attorney work-product
