Sellers and Buyer Sample Clauses

Sellers and Buyer s Proprietary Information (a) Except as provided in Sections 6.2(b) and (d), after the Closing and for a period of five years following the Closing Date, each of Seller and Buyer agree that it will keep confidential all Proprietary Information of the other party or its Affiliates that is received, or made available, in the course of the transactions contemplated hereby, including, for purposes of this Section 6.2, information about the Business' business plans and strategies, marketing ideas and concepts, (including with respect to unannounced products and services), present and future product plans, pricing, volume estimates, financial data, product enhancement information, business plans, marketing plans, sales strategies, customer information (including customers' applications and environments), market testing information, development plans, specifications, customer requirements, configurations, designs, plans, drawings, apparatus, sketches, software, hardware, data, prototypes, connecting requirements or other technical and business information, except, in the case of Buyer's obligation, for such Proprietary Information as is conveyed to Buyer as part of the Purchased Assets. (b) Notwithstanding the foregoing, such Proprietary Information shall not be deemed confidential and neither Seller nor Buyer shall have any obligation with respect to any such Proprietary Information that: (i) at the time of disclosure was already known to Seller or Buyer, as the case may be, other than as a result of this transaction, free of restriction as evidenced by documentation in Seller's or Buyer's possession, as the case may be; (ii) is or becomes publicly known through publication, inspection of a product or otherwise, and through no negligence or other wrongful act of Seller or Buyer, as the case may be; (iii) is received by Seller or Buyer, as the case may be, from a Third Party without similar restriction and without breach of any agreement; (iv) to the extent it is independently developed by Seller or Buyer, as the case may be; or (v) is, subject to Section 6.2(c), required to be disclosed under applicable Law or judicial process.

Sellers and Buyer acknowledge that after the Closing Sellers' Group, the RJRI Group or their respective Affiliates may be parties to contracts that relate to both the Business and the business of Sellers' Group. In such event, Sellers and Buyer will use commercially reasonable efforts to give the other group the benefits (and any related obligations) of such contracts to the extent necessary to conduct the business of such other group.

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 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 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 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: (a) In the event that, and from time to time but on or prior to June 30, 2000 (the "Last Claim Date"), Buyer reasonably determines that a Claim is or may be chargeable against the Escrowed Fund, Buyer will promptly notify the Escrow Agent and Sellers in writing of the Claim, identifying such Claim with reasonable specificity based on the information then available to Buyer, and stating the amount or a reasonably estimated amount thereof and the manner in which such amount is to be delivered to Buyer and under which Section of the Acquisition Agreement the Claim is being made. Promptly upon receipt by the Escrow Agent of the notice of Buyer of the existence of a Claim, the Escrow Agent shall notify Sellers thereof, and unless the Escrow Agent receives notice from Sellers pursuant to Section 1.03(c) hereof within a thirty day period following the giving by the Escrow Agent of such notice (which period shall exclude the day Escrow Agent sends notice to Sellers but include the thirtieth day) (the "Thirty Day Notice Period"), the Escrow Agent will release and deliver to Buyer that portion of the Escrowed Fund equal to a number of shares of Class A Stock from the Escrowed Fund determined by dividing the amount of the Claim by the Closing Stock Price (as defined below), or if there are no remaining shares of Class A Stock in the Escrowed Fund, a number of shares of Preferred Stock determined by dividing the amount of the Claim by $1,000. The term "Closing Stock Price" shall mean the average of the closing prices of the Class A Stock as reported on the American Stock Exchange for the five business day period ending on the second business day before the date of determination.

Sellers and Buyer shall attempt to agree on a final determination of the Proration Amounts within 90 days following the Closing Date. Immediately upon such agreement, Sellers shall pay Buyer, or Buyer shall pay Sellers, as the case may be, any amount owing by reason of the difference between (A) the payment made at Closing based on the estimated Proration Amounts and (B) the Proration Amounts as finally determined. If Sellers and Buyer shall not have reached an agreement within 90 days following the Closing Date, any dispute shall be referred to a "Big Six" accounting firm that is not currently performing services for either Buyer or Sellers (the "Accountant"). The determination of the Accountant shall be conclusive and binding upon Sellers and Buyer, and a payment shall be made by Buyer to Sellers or by Sellers to Buyer, as the case may be, promptly upon such determination by the Accountant to adjust the Proration Amounts. The fees and expenses of the Accountant shall be allocated by the Accountant to one or both of the parties based on the principle that the party who does not substantially prevail should bear the costs of the Accountant.

Sellers and Buyer s Tax Obligation 9

Sellers and Buyer. Pending or in the absence of such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements to provide to Buyer the benefits and liabilities of use of such Purchased Assets. If such authorization, approval, consent or waiver for the sale, conveyance, transfer, assignment or delivery of any such Purchased Assets is obtained, Seller shall promptly convey, transfer, assign and deliver, or cause to be conveyed, transferred, assigned and delivered, such Purchased Assets to Buyer.

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.